Common use of Prohibited Transactions and Activities Clause in Contracts

Prohibited Transactions and Activities. Neither the Depositor, the Master Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any assets for the Trust Fund, nor sell or dispose of any investments in the Custodial Account or the Certificate Account for gain, nor accept any contributions to the Trust Fund after the Closing Date unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the DepositorCompany, the Master Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any assets for the Trust Fund, nor sell or dispose of any investments in the Custodial Account or the Certificate Account for gain, nor accept any contributions to the Trust Fund after the Closing Date unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Depositor, the Securities Administrator, the Master Servicer nor or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust FundREMIC I, (iii) the termination of the Trust Fund REMIC I pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (ivv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) ), nor acquire any assets for the Trust Fundany REMIC (other than REO Property acquired in respect of a defaulted Loan), nor sell or dispose of any investments in the Custodial Account or the Certificate Distribution Account for gain, nor accept any contributions to the Trust Fund any REMIC after the Closing Date (other than a Substitute Loan delivered in accordance with Section 2.3), unless it has received an Opinion of Counsel Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition or acquisition contribution but in no event shall such Opinion of Counsel be an at the expense of the Trustee) that such sale, disposition, substitution substitution, acquisition or acquisition contribution will not (a) affect adversely the status of the Trust Fund any REMIC as a REMIC or (b) cause the Trust Fund any REMIC to be subject to a tax on "“prohibited transactions" ” or "“contributions" ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Depositor, the Master Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (Loans, except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) , nor acquire any assets for the Trust Fund, nor sell or dispose of any investments in the Custodial Account or the Certificate Account for gain, nor accept any contributions to the Trust Fund after the Closing Date unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Depositor, the Securities Administrator, the Master Servicer nor or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust FundREMIC I, (iii) the termination of the Trust Fund REMIC I pursuant to Article IX of this Agreement or Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) ), nor acquire any assets for the Trust Fundany REMIC (other than REO Property acquired in respect of a defaulted Loan), nor sell or dispose of any investments in the Custodial Account or the Certificate Distribution Account for gain, nor accept any contributions to the Trust Fund any REMIC after the Closing Date (other than a Substitute Loan delivered in accordance with Section 2.3), unless it has received an Opinion of Counsel Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition or acquisition contribution but in no event shall such Opinion of Counsel be an at the expense of the Trustee) that such sale, disposition, substitution substitution, acquisition or acquisition contribution will not (a) affect adversely the status of the Trust Fund any REMIC as a REMIC or (b) cause the Trust Fund any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Depositor, the Master Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any assets for the Trust Fund, nor sell or dispose of any investments in the Custodial Account or the Certificate Account for gain, nor accept any contributions to the Trust Fund after the Closing Date unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on "“prohibited transactions" ” or "“contributions" ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Depositor, the Master Servicer nor or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (ivv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) ), nor acquire any assets for the Trust FundFund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Custodial Account or the Certificate Distribution Account for gain, nor accept any contributions to the Trust Fund after the Closing Date (other than an Eligible Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition or acquisition contribution but in no event shall such Opinion of Counsel be an at the expense of the Trustee) that such sale, disposition, substitution substitution, acquisition or acquisition contribution will not (a) affect adversely the status of the Trust Fund as a REMIC two REMICs or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Depositor, the Master Servicer nor or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (ivv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) ), nor acquire any assets for the Trust FundFund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Custodial Collection Account or the Certificate Distribution Account for gain, nor accept any contributions to the Trust Fund after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition or acquisition contribution, but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution substitution, acquisition or acquisition contribution will not (a) affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Depositor, the Securities Administrator, the Master Servicer nor or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, REMIC I (iii) the termination of the Trust Fund REMIC I pursuant to Article IX of this Agreement or Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) ), nor acquire any assets for the Trust Fundany REMIC (other than REO Property acquired in respect of a defaulted Loan), nor sell or dispose of any investments in the Custodial Account or the Certificate related Distribution Account for gain, nor accept any contributions to the Trust Fund any REMIC after the Closing Date (other than a Substitute Loan delivered in accordance with Section 2.3), unless it has received an Opinion of Counsel Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition or acquisition contribution but in no event shall such Opinion of Counsel be an at the expense of the Trustee) that such sale, disposition, substitution substitution, acquisition or acquisition contribution will not (a) affect adversely the status of the Trust Fund any REMIC as a REMIC or (b) cause the Trust Fund any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Depositor, the Master Servicer nor or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust FundREMIC I, (iii) the termination of the Trust Fund REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (ivv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) ), nor acquire any assets for the any Trust FundREMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Custodial Master Servicer Collection Account or the Certificate Distribution Account for gain, nor accept any contributions to the any Trust Fund REMIC after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel Counsel, addressed to the Trustee and the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition or acquisition contribution but in no event shall such Opinion of Counsel be an at the expense of the Trustee) that such sale, disposition, substitution substitution, acquisition or acquisition contribution will not (a) affect adversely the status of the any Trust Fund REMIC as a REMIC or (b) cause the any Trust Fund REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Depositor, the Securities Administrator, the Master Servicer nor or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust FundREMIC I, (iii) the termination of the Trust Fund REMIC I pursuant to Article IX of this Agreement or Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) ), nor acquire any assets for the Trust Fundany REMIC (other than REO Property acquired in respect of a defaulted Loan), nor sell or dispose of any investments in the Custodial Account or the Certificate Distribution Account for gain, nor accept any contributions to the Trust Fund any REMIC after the Closing Date (other than a Substitute Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition or acquisition contribution but in no event shall such Opinion of Counsel be an at the expense of the Trustee) that such sale, disposition, substitution substitution, acquisition or acquisition contribution will not (a) affect adversely the status of the Trust Fund any REMIC as a REMIC or (b) cause the Trust Fund any REMIC to be subject to a tax on "“prohibited transactions" ” or "“contributions" ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the DepositorSeller, the Master Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (Loans, except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) , nor acquire any assets for the Trust Fund, nor sell or dispose of any investments in the Custodial Account, the Excess Proceeds Account or the Certificate Security Account for gain, nor accept any contributions to the Trust Fund after the Closing Date Date, nor permit any modifications of a material term of a Mortgage Loan that is not in default or with respect to which default is reasonably foreseeable, unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition, or acquisition modification but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution substitution, acquisition, contribution or acquisition modification will not (a) affect adversely the status of either the Trust Fund Issuing REMIC or the Pooling REMIC as a REMIC or (b) cause either the Trust Fund Issuing REMIC or the Pooling REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the DepositorCompany, the Master Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (Loans, except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX VIII of this Agreement Agreement, or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) Agreement nor acquire any assets for the Trust Fund, nor sell or dispose of any investments in the Custodial Account or the Certificate Account Accounts for gain, nor accept any contributions to the Trust Fund after the Closing Date unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Depositor, the Master Servicer nor or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, Fund (iii) the termination of the Trust Fund pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (ivv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) ), nor acquire any assets for the Trust FundFund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Custodial Collection Account or the Certificate Distribution Account for gain, nor accept any contributions to the Trust Fund after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel Counsel, addressed to the Certificate Insurer and the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition or acquisition contribution but in no event shall such Opinion of Counsel be an at the expense of the Trustee) that such sale, disposition, substitution substitution, acquisition or acquisition contribution will not (a) affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Depositor, the Master Servicer nor or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (ivv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) ), nor acquire any assets for the Trust FundFund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Custodial Account or the Certificate Distribution Account for gain, nor accept any contributions to the Trust Fund after the Closing Date (other than an Eligible Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition or acquisition contribution but in no event shall such Opinion of Counsel be an at the expense of the Trustee) that such sale, 117 disposition, substitution substitution, acquisition or acquisition contribution will not (a) affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Depositor, the Master Servicer nor or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (ivv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) ), nor acquire any assets for the Trust FundFund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Custodial Collection Account or the Certificate Distribution Account for gain, nor accept any contributions to the Trust Fund after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel Counsel, addressed to the Certificate Insurer and the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition or acquisition contribution but in no event shall such Opinion of Counsel be an at the expense of the Trustee) that such sale, disposition, substitution substitution, acquisition or acquisition contribution will not (a) affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Depositor, the Master Servicer nor or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (ivv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) ), nor acquire any assets for the Trust FundFund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Custodial Account or the Certificate Distribution Account for gain, nor accept any contributions to the Trust Fund after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition or acquisition contribution but in no event shall such Opinion of Counsel be an at the expense of the Trustee) that such sale, 119 disposition, substitution substitution, acquisition or acquisition contribution will not (a) affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Depositor, the Master Servicer Trustee nor the Trustee Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund REMIC pursuant to Article IX of this Agreement XI or (iv) a purchase of Mortgage Loans pursuant to Article Articles II or III of this Agreement) III), nor acquire any assets for the Trust Fund, nor sell or dispose of any investments in the Custodial Account or the Certificate Account for gain, nor accept any contributions to the Trust Fund REMIC after the Closing Date unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trusteeacquisition) indicating that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund REMIC as a REMIC or (b) cause the Trust Fund REMIC to be subject to a tax on "prohibited transactions" or ", "contributions" or, except as otherwise provided for in this Agreement, "net income from foreclosure property" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Depositor, the Master Servicer nor or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust FundREMIC I, (iii) the termination of the Trust Fund REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (ivv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) ), nor acquire any assets for the any Trust FundREMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Custodial Account or the Certificate Account for gain, nor accept any contributions to the any Trust Fund REMIC after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition or acquisition contribution but in no event shall such Opinion of Counsel be an at the expense of the Trustee) that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.135

Prohibited Transactions and Activities. Neither None of the Depositor, the Securities Administrator, the Master Servicer nor or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, REMIC I or REMIC A (iii) the termination of the Trust Fund REMIC I pursuant to Article IX of this Agreement or Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) ), nor acquire any assets for the Trust Fundany REMIC (other than REO Property acquired in respect of a defaulted Loan), nor sell or dispose of any investments in the Custodial Account or the Certificate Distribution Account for gain, nor accept any contributions to the Trust Fund any REMIC after the Closing Date (other than a Substitute Loan delivered in accordance with Section 2.3), unless it has received an Opinion of Counsel Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition or acquisition contribution but in no event shall such Opinion of Counsel be an at the expense of the Trustee) that such sale, disposition, substitution substitution, acquisition or acquisition contribution will not (a) affect adversely the status of the Trust Fund any REMIC as a REMIC or (b) cause the Trust Fund any REMIC to be subject to a tax on "“prohibited transactions" ” or "“contributions" ” pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Depositor, the Master Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (Loans, except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX VIII of this Agreement Agreement, or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) Agreement nor acquire any assets for the Trust Fund, nor sell or dispose of any investments in the Custodial Account or the Certificate Account Distribution Accounts for gain, nor accept any contributions to the Trust Fund after the Closing Date unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the DepositorCompany, the Master Servicer nor or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund REMIC 1 or REMIC 2 pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (ivv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) ), nor acquire any assets for the Trust FundFund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Custodial Account or the Certificate Account for gain, nor accept any contributions to the Trust Fund REMICs after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition or acquisition contribution but in no event shall such Opinion of Counsel be an at the expense of the Trustee) that such sale, disposition, substitution substitution, acquisition or acquisition contribution will not (a) affect adversely the status of the Trust Fund REMIC 1 or REMIC 2 as a REMIC REMICs or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.. 111

Prohibited Transactions and Activities. Neither the DepositorCompany, the Master Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (Loans, except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX VIII of this Agreement Agreement, or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) Agreement nor acquire any assets for the Trust Fund, nor sell or dispose of any investments in the Custodial Account or the Certificate Account Accounts for gain, nor accept any contributions to the Trust Fund after the Closing Date unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the DepositorCompany, the Master Servicer nor or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund REMIC 1 or REMIC 2 pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (ivv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) ), nor acquire any assets for the Trust FundFund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Custodial Account or the Certificate Account for gain, nor accept any contributions to the Trust Fund REMICs after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.04), unless it has received an Opinion of Counsel Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition or acquisition contribution but in no event shall such Opinion of Counsel be an at the expense of the Trustee) that such sale, disposition, substitution substitution, acquisition or acquisition contribution will not (a) affect adversely the status of the Trust Fund REMIC 1 or REMIC 2 as a REMIC REMICs or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Depositor, the Master Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (Loans, except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement Agreement, or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) Agreement nor acquire any assets for the Trust Fund, nor sell or dispose of any investments in the Custodial Account or the Certificate Account for gain, nor accept any contributions to the Trust Fund after the Closing Date unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the DepositorCompany, the Master Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (Loans, except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust FundREMIC I and REMIC II, (iii) the termination of the Trust Fund REMIC I and REMIC II pursuant to Article IX VIII of this Agreement Agreement, or (iv) a 119 purchase of Mortgage Loans pursuant to Article II or III of this Agreement) Agreement nor acquire any assets for the Trust FundREMIC I and REMIC II, nor sell or dispose of any investments in the Custodial Account or the Certificate Account Accounts for gain, nor accept any contributions to the Trust Fund REMIC I and REMIC II after the Closing Date unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund either REMIC I or REMIC II as a REMIC or (b) cause the Trust Fund REMIC I and REMIC II to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Depositor, the Master Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (Loans, except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX VIII of this Agreement Agreement, or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) Agreement nor acquire any assets for the Trust Fund, nor sell or dispose of any investments in the Custodial Account or the Certificate Account Accounts for gain, nor accept any contributions to the Trust Fund after the Closing Date unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Depositor, the Master Servicer nor the Trustee shall sell, dispose of of, or substitute for any of the Mortgage Loans (Loans, except in connection with a disposition pursuant to (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the a Trust Fund REMIC pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (ivv) a purchase repurchase of Mortgage Loans pursuant to Article II or III of this Agreement) , nor acquire any assets for the a Trust FundREMIC, nor sell or dispose of any investments in the Custodial Account or the Certificate Distribution Account for gain, nor accept any contributions to the a Trust Fund REMIC after the Closing Date Date, unless it has it, the Guarantor and the NIMS Insurer have received an Opinion of Counsel (at the expense of the party seeking to cause causing such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trusteesubstitution) that such sale, disposition, substitution acquisition, substitution, or acquisition acceptance will not (a) affect adversely the status of such Trust REMIC as a REMIC, (b) affect the distribution of interest or principal on the Certificates, (c) result in the encumbrance of the assets transferred or assigned to the Trust Fund as a REMIC (except pursuant to the provisions of this Agreement) or (bd) cause the such Trust Fund 120 REMIC to be subject to a tax, including a tax on "prohibited transactions" transactions or "contributions" prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the DepositorCompany, the Master Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (Loans, except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX VIII of this Agreement Agreement, or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) Agreement nor acquire any assets for the Trust Fund, nor sell or dispose of any investments in the Custodial Account or the Certificate Lower-Tier Distribution Account for gain, nor accept any contributions to the Trust Fund after the Closing Date unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund as a REMIC three separate REMICs or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Depositor, the Master Servicer Trustee nor the Trustee Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund REMIC pursuant to Article IX of this Agreement XI or (iv) a purchase of Mortgage Loans pursuant to Article Articles II or III of this Agreement) III), nor acquire any assets for the Trust Fund, nor sell or dispose of any investments in the Custodial Account or the Certificate Account for gain, nor accept any contributions to the Trust Fund REMIC after the Closing Date unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trusteeacquisition) indicating that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund REMIC as a REMIC or (b) cause the Trust Fund REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the Depositor, the Master Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (Loans, except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX VIII of this Agreement Agreement, or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) , nor acquire any assets for the Trust Fund, nor sell or dispose of any investments in the Custodial Account or the Certificate Account Accounts for gain, nor accept any contributions to the Trust Fund after the Closing Date unless it has [and the Certificate Insurer] have received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund (exclusive of the Basis Risk Reserve Fund) as a REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC ProvisionsProvisions (such opinion, a "REMIC Opinion").

Prohibited Transactions and Activities. Neither the DepositorCompany, the Master Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (Loans, except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust FundREMIC I and REMIC II, (iii) the termination of the Trust Fund REMIC I and REMIC II pursuant to Article IX VIII of this Agreement Agreement, or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) Agreement nor acquire any assets 138 for the Trust FundREMIC I and REMIC II, nor sell or dispose of any investments in the Custodial Account or the Certificate Account Accounts for gain, nor accept any contributions to the Trust Fund REMIC I and REMIC II after the Closing Date unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund either REMIC I or REMIC II as a REMIC or (b) cause the Trust Fund REMIC I and REMIC II to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Depositor, the Master Servicer nor or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (ivv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) ), nor acquire any assets for the Trust FundFund (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor 119 sell or dispose of any investments in the Custodial Account or the Certificate Distribution Account for gain, nor accept any contributions to the Trust Fund after the Closing Date (other than an Eligible Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition or acquisition contribution but in no event shall such Opinion of Counsel be an at the expense of the Trustee) that such sale, disposition, substitution substitution, acquisition or acquisition contribution will not (a) affect adversely the status of the Trust Fund as a REMIC two REMICs or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. 94 100 Neither the DepositorCompany, the Master Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (Loans, except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX VIII of this Agreement Agreement, or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) Agreement nor acquire any assets for the Trust Fund, nor sell or dispose of any investments in the Custodial Account or the Certificate Account Accounts for gain, nor accept any contributions to the Trust Fund after the Closing Date unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the DepositorCompany, the Master Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (Loans, except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust FundREMIC I, REMIC II and REMIC III, (iii) the termination of the Trust Fund REMIC I and REMIC II pursuant to Article IX VIII of this Agreement Agreement, or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) Agreement nor acquire any assets for the Trust FundREMIC I and REMIC II, nor sell or dispose of any investments in the Custodial Account or the Certificate Account Accounts for gain, nor accept any contributions to the Trust Fund REMIC I and REMIC II after the Closing Date unless it has received an Opinion of Counsel (at the expense of the party seeking to 125 cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of the Trust Fund either REMIC I or REMIC II as a REMIC or (b) cause the Trust Fund REMIC I and REMIC II to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither None of the Depositor, the Securities Administrator, the Master Servicer nor or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust FundREMIC, (iii) the termination of the Trust Fund REMIC pursuant to Article IX of this Agreement or Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) ), nor acquire any assets for the Trust FundREMIC (other than REO Property acquired in respect of a defaulted Loan), nor sell or dispose of any investments in the Custodial Account or the Certificate Distribution Account for gain, nor accept any contributions to the Trust Fund REMIC after the Closing Date (other than a Substitute Loan delivered in accordance with Section 2.3), unless it has received an Opinion of Counsel Counsel, addressed to the Trustee and the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution substitution, acquisition or acquisition contribution but in no event shall such Opinion of Counsel be an at the expense of the Trustee) that such sale, disposition, substitution substitution, acquisition or acquisition contribution will not (a) affect adversely the status of the Trust Fund REMIC as a REMIC or (b) cause the Trust Fund REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. Neither the DepositorCompany, the Master Servicer nor the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (Loans, except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust FundREMIC I and REMIC II, (iii) the termination of the Trust Fund REMIC I and REMIC II pursuant to Article IX VIII of this Agreement Agreement, or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) Agreement nor acquire any assets for the Trust FundREMIC I and REMIC II, nor sell or dispose of any investments in the Custodial Account or the Certificate Account Accounts for gain, nor accept any contributions to the Trust Fund REMIC I and REMIC II after the Closing Date unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, substitution or acquisition but in no event shall such Opinion of Counsel be an expense of the Trustee) that such sale, disposition, substitution or acquisition 112 will not (a) affect adversely the status of the Trust Fund either REMIC I or REMIC II as a REMIC or (b) cause the Trust Fund REMIC I and REMIC II to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.