Common use of REMIC Administration Clause in Contracts

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, all of the REMICs’ federal and state tax and information returns as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary StatementStatement and Section 1.01. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Trustee shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trustee shall pay any and all tax tax-related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Trustee shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.19 and this Section. (d) The Trustee shall prepare, sign and file, file all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeTrustee shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code. (f) The Trustee and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the Certificateholders tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such information event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or reports as are required by result in the Code imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC Provisions. The to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, as agent for the Tax Matters Personin writing, shall represent each with respect to whether such action could cause an Adverse REMIC in any administrative or judicial proceedings relating Event to an examination or audit by any governmental taxing authority, request an administrative adjustment as occur with respect to any taxable year of any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) The Trustee shall not enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of arrangement by which any REMIC and otherwise act on behalf will receive a fee or other compensation for services. (i) The Trustee shall treat the Class A-1 Certificates as representing ownership, through a grantor trust, of any the Upper Tier REMIC in relation to any tax matter involving the Trust.Class A-1

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, and the Trustee shall sign and file, as instructed by the Securities Administrator, all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Upper-Tier REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from such REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the Net WAC; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to such REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in such REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate Interest to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. (f) To the extent within their control, the Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Securities Administrator, the Master Servicer nor the Holder of any Residual Interest shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Residual Interest Holder will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Interest Holders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Interest Holders. (g) Each Residual Interest Holder shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Interest Holder, the Trustee or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Residual Interest Holder in any such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that is owned by the Class CE Certificateholders and that is not an asset of any REMIC. The TrusteeSecurities Administrator shall treat the rights of the Holders of the LIBOR Certificates to receive payments from the Reserve Fund as rights in an interest rate cap contract. Thus, each LIBOR Certificate shall be treated as representing ownership of not only regular interests in the Master REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue price of the regular interests in the Master REMIC, the Securities Administrator shall assume that the interest rate cap contract has a value of $10,000 as of the Closing Date and shall allocate such value proportionately to each Class of Certificates entitled to receive Basis Risk Shortfall Carryover Amounts based on such Class’s initial Class Principal Amount. (l) The Holder of a majority interest in the residual interest in any REMIC formed hereby shall act as “tax matters person” with respect to such REMIC and the Securities Administrator shall act as agent for the Tax Matters Personsuch holder in such role, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit unless and until another party is so designated by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustsuch holder.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax tax-related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, and the Trustee shall sign and file, as instructed by the Securities Administrator, all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Upper-Tier REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from such REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the Net WAC; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to such REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in such REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. The . (f) To the extent within their control, the Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Securities Administrator, the Master Servicer nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate, as applicable, will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) [Reserved]. (l) The Holder of a majority interest in the residual interest in any REMIC formed hereby shall act as “tax matters person” with respect to such REMIC and the Securities Administrator shall act as agent for the Tax Matters Personsuch holder in such role, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit unless and until another party is so designated by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustsuch holder.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Trustee shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Trustee shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by this Section 9.01. (d) The Trustee shall prepare, sign and file, file all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The In preparing such returns, the Trustee shall shall, with respect to each REMIC other than the Master REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from each REMIC other than the Master REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the weighted average of the Net Mortgage Rates; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to each REMIC other than the Master REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in each such REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeTrustee shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. (f) To the extent within their control, the Trustee and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. The Neither the Trustee nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, (A) out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC or (B) to the extent that any such taxes are imposed on the REMIC as a result of the breach of any representation, warranty or covenant of the Trustee, then the Trustee shall pay when due any and all such taxes. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) The Trustee shall not enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) The Class R Holder shall act as “tax matters person” with respect to each REMIC created hereunder and the Trustee shall act as agent for the Tax Matters PersonClass R Holder in such roles, unless and until another party is so designated by the Class R Holder. (l) The Trustee shall represent treat the rights of the LIBOR Certificateholders to receive Basis Risk Carryforward Amounts as rights in an interest rate cap contract written by the Class OC Certificateholder in favor of such Certificateholders. Thus, each REMIC LIBOR Certificateholder shall be treated as representing not only ownership of regular interests in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any a REMIC, enter into settlement agreements with any government taxing agency, extend any statute but also ownership of limitations relating an interest in an interest rate cap contract. For tax purposes the interest rate cap contract will be deemed to any item have a value of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust$10,000.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, the Trustee shall sign and file, the Securities Administrator shall file all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Master REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from each REMIC other than the Master REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the weighted average of the Net Mortgage Rates; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to each REMIC other than the Master REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in each such REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. The . (f) To the extent within their control, the Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Securities Administrator, the Master Servicer, nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, (A) out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC or (B) to the extent that any such taxes are imposed on the REMIC as a result of the breach of any representation, warranty or covenant of the Master Servicer, the Securities Administrator or any Servicer, then the Master Servicer, the Securities Administrator, or that Servicer, as applicable, shall pay when due any and all such taxes. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) [Reserved]. (l) The Class A-R Holder shall act as "tax matters person" with respect to each REMIC created hereunder and the Securities Administrator shall act as agent for the Tax Matters PersonClass A-R Holder in such roles, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit unless and until another party is so designated by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the TrustClass A-R Holder.

REMIC Administration. (a) REMIC elections as As set forth in the Preliminary Statement shall be made by hereto, the Trustee shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC and the Upper Tier REMIC. The Trustee shall make such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each Lower Tier Interest, other than the Class LT-R Interest is hereby designated as a regular interest in the Lower Tier REMIC to which such Lower Tier Interest relates, and each Certificate, other than the Class R Certificate, is hereby designated as a regular interest in the Upper Tier REMIC. The regular interests and Class LT-R Interest is hereby designated as the sole residual interest in each REMIC shall be the Lower Tier REMIC. The Class R Certificate evidences ownership of the Class LT-R Interest and is also hereby designated as designated the sole residual interest in the Preliminary StatementUpper Tier REMIC. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4), the "Latest Possible Maturity Date". (c) The Servicer Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of the expenses to the extent provided in clause (i) above from the Collection Certificate Account. (d) The Trustee shall prepare, sign and file, all of the REMICs’ each REMIC's federal and state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee shall use will upon request provide to the Tax Prepayment Assumption for purposes of computing any tax reportingInternal Revenue Service, including, but not limited to, and to the calculation persons specified in Sections 860E(e)(3) and (6) of the original issue discountCode, such information as required in Section 860D(a)(6)(B) of the code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. . (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of such REMIC as agent a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to the REMIC or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain books and records with respect to each REMIC in any administrative or judicial proceedings relating on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans. (j) Neither the Trustee nor the Master Servicer shall enter into settlement agreements with any government taxing agency, extend arrangement by which any statute of limitations relating to any item REMIC will receive a fee or other compensation for services. (k) Upon the request of any REMIC and otherwise act on behalf Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of any REMIC in relation to any tax matter involving the Trustthis Section 10.01.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, the Trustee shall sign and file, the Securities Administrator shall file all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Master REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from each REMIC other than the Master REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the weighted average of the Net Mortgage Rates; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to each REMIC other than the Master REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in each such REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. The . (f) To the extent within their control, the Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Securities Administrator, the Master Servicer, nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, (A) out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC or (B) to the extent that any such taxes are imposed on the REMIC as a result of the breach of any representation, warranty or covenant of the Master Servicer, the Securities Administrator or any Servicer, then the Master Servicer, the Securities Administrator, or that Servicer, as applicable, shall pay when due any and all such taxes. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) [Reserved]. (l) The Class A-R Holder shall act as “tax matters person” with respect to each REMIC created hereunder and the Securities Administrator shall act as agent for the Tax Matters PersonClass A-R Holder in such roles, unless and until another party is so designated by the Class A-R Holder. (m) The Securities Administrator, on behalf of the Trustee, shall represent each treat the rights of the holders of the Certificates to receive Basis Risk Carry Forward Amounts from amounts on deposit in the Basis Risk Carry Forward Reserve Fund as rights in an interest rate cap contract written by the Holders of the Class OC Certificates in favor of the Holders of the Certificates (other than the Class OC and Class A-R Certificates). Thus, the Certificates (other than the Class OC and Class A-R Certificates) shall be treated as representing ownership of not only a Master REMIC regular interest, but also ownership of an interest in any administrative or judicial proceedings relating to an examination or audit interest rate cap contract. For purposes of determining the issue price of the Master REMIC regular interest, the Securities Administrator, on behalf of the Trustee, shall assume that this interest rate cap contract has a value of $5,000. (n) The Securities Administrator, on behalf of the Trustee, shall treat the Class A Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h) which is owned by any governmental taxing authoritythe Corridor Contract Counterparty and that is an asset of the Supplemental Interest Trust. The Securities Administrator, request on behalf of the Trustee, shall account for the Supplemental Interest Trust as a disregarded entity under Treasury Regulation Section 301.7701-3, and not as an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item asset of any REMIC created hereunder. The Class A-4, Class A-6 and otherwise act Class A-8 Certificates shall be treated as representing ownership of a Master REMIC regular interest and a position an interest rate cap contract (the Corridor Contract). The Securities Administrator, on behalf of any REMIC the Trustee, shall assume that the position of the Class A-4, Class A-6 and Class A-8 Certificates in relation such interest rate cap contract has a value of $822,000. (o) It is intended that the ES Trust be considered a “grantor trust” under the Code. Based upon such characterization, within a reasonable period of time after the end of each calendar year but not later than the latest date permitted by law, the Securities Administrator shall mail to any each person who so requests in writing and who at anytime during such calendar year shall have been a Certificateholder the necessary information under applicable law for preparation of such Holder’s federal and state income tax matter involving returns unless substantially similar information has been previously provided to such Certificateholder. For federal income tax purposes, the Trustgrantor trust created hereunder shall have a calendar year taxable year. The Securities Administrator shall prepare or cause to be prepared and shall file or cause to be filed with the Internal Revenue Service and applicable state or local tax authorities, income tax information returns for each taxable year with respect to the grantor trust.

REMIC Administration. (a) The Trustee shall make or cause to be made REMIC elections for each of REMIC 1 and REMIC 2 as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunder. The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection AccountTrust. (d) The Trustee shall prepareprepare or cause to be prepared, sign and filefile or cause to be filed, all of the REMICs’ each REMIC's federal and state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “"tax matters person” " as defined in the REMIC Provisions (the “"Tax Matters Person”") with respect to each REMIC, and the related REMIC Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform perform, on behalf of each REMIC REMIC, all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual the Class R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax tax-related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, and the Trustee shall sign and file, as instructed by the Securities Administrator, all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than an Upper-Tier REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from such REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the applicable Net WAC; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to such REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined residual interest in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each such REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Securities Administration Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, the Trustee shall sign and file, the Securities Administrator shall file all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discountSecurities Administrator. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Securities Administrator shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Trustee such information as is necessary for the Trustee to provide to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent Securities Administrator shall be entitled to receive reasonable compensation from the Trust for the Tax Matters Personperformance of its duties under this subsection (e); provided, however, that such compensation shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustnot exceed $5,000 per year.

REMIC Administration. (a) Unless otherwise specified in the related Pooling and Servicing Agreement, an election will be made to treat the Assets and the Distribution Account underlying a Series as one or more REMICs under the Code. Each Holder of a Residual Certificate in each REMIC elections shall, in its Residual Transferee Agreement, designate the Servicer or an Affiliate of the Servicer, as its agent, to act as the Tax Matters Person for such REMIC. The Servicer agrees that it or one of its Affiliates will serve as such Tax Matters Person for each REMIC, and also will perform various tax administration functions for each REMIC, as its agent, as set forth in this Section 10.01. (a) The Trustee shall elect (on behalf of each REMIC to be created) to have the Preliminary Statement shall be made by the Trustee Trust (or designated assets thereof) treated as a REMIC on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each issued as well as on any corresponding state tax or information return necessary to have such assets treated as a REMIC shall be as designated in the Preliminary Statementunder relevant state law. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer shall pay any and all tax related expenses (not including taxes) of the Trust and each related REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only authorities or related to the extent that (i) such expenses are ordinary or routine expenses, including expenses adoption of a routine audit but not expenses plan of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Accountcomplete liquidation. (dc) The Trustee shall prepare, sign and file, prepare any necessary forms for election as well as all of the REMICs’ Trust's and each related REMIC's federal and state tax and information returns. The Trustee shall sign and file such returns as the direct representative on behalf of each REMIC created hereundersuch REMIC. The expenses of preparing and filing such returns shall be borne by the Trustee. . (d) The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such the Trust and the REMIC under the Code, the REMIC Provisions, Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authoritytax law. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, acting as agent for of the Tax Matters PersonREMIC, shall provide (i) to the Treasury or to other governmental authority authorities such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person Disqualified Organization. (e) The Company, the Servicer, the Trustee (to the extent the Trustee has been instructed by the Company or organization the Servicer), and the Holders of Residual Certificates shall take any action or cause each related REMIC to take any action necessary to create or maintain the status of each such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. (iif) The Company, the Servicer, the Trustee (to the extent the Trustee has been instructed by the Company or the Servicer), and the Holders of the Residual Certificates shall not take any action or fail to take any action, or cause each related REMIC to take any action or fail to take any action that, if taken or not taken, could endanger the status of each such REMIC as a REMIC unless the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take or to omit to take such action) to the Certificateholders effect that the contemplated action or failure to act will not endanger such information status. (g) Any taxes that are imposed upon the Trust or reports any related REMIC by federal or state (including local) governmental authorities (other than taxes paid by a party pursuant to Section 10.02 hereof or as provided in the following sentence) shall be allocated to the Certificates (including, for this purpose, the regular interests in any Pooling REMIC) in the same manner as Writedown Amounts are required so allocated; provided, however, that if the related Pooling and Servicing Agreement does not provide for the allocation of Writedown Amounts, such taxes shall be payable out of the Available Distribution Amount before any distributions are made on the related Certificates on the related Distribution Date. Any state or local taxes imposed upon the Trust, any related REMIC or any related Certificateholder that would not have been imposed on the Trust, such REMIC or such Certificateholder in the absence of any legal or business connection between the Trustee and the state or locality imposing such taxes (including any federal, state or local taxes imposed on such Trust, such REMIC or such Certificateholder as a result of such Trust, such REMIC or such Certificateholder being deemed to have received income as a result of the Trustee's payment of state or local taxes) shall be paid by the Code or REMIC Provisions. The Trustee, and, notwithstanding anything to the contrary in these Standard Terms, such taxes shall be deemed to be part of the Trustee's cost of doing business and shall not be reimbursable to the Trustee. (h) If the Servicer (or an Affiliate thereof) is unable for any reason to fulfill its duties as agent for the Tax Matters Person, then the holder of the largest Percentage Interest of the Residual Certificates, without compensation, shall represent become the successor Tax Matters Person for each REMIC related REMIC; provided, however, that in any administrative or judicial proceedings relating no event shall the Trustee be required to an examination or audit by any governmental taxing authority, request an administrative adjustment act as to any taxable year Tax Matters Person (regardless of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving whether the TrustTrustee is acting as successor Servicer).

REMIC Administration. (a) REMIC elections as As set forth in the Preliminary Statement shall be made by to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMICREMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee or the Securities Administrator in fulfilling its respective duties hereunder. The Servicer shall be entitled to reimbursement of expenses to hereunder (including the extent provided in clause (i) above from the Collection AccountSecurities Administrator’s duties as tax return preparer). (d) The Trustee Securities Administrator shall prepare, sign prepare and file, and the Trustee shall sign all of the REMICs’ federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns Tax Returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall use Notwithstanding the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited toforegoing, the calculation of Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the original issue discountevent that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions, Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, Provisions or other such guidance, the Trustee, as agent for the Tax Matters PersonSecurities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee. (f) Each of the Master Servicer, as agent for the Tax Matters Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person, ’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall represent each take any action or cause any REMIC in created hereunder to take any administrative action necessary to create or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and otherwise act on behalf shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in relation an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax matter involving purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the TrustTrustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.86OG-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Trustee shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Certificate Account, provided, however, the Trustee shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee shall prepare, sign the Trustee shall sign, and the Trustee will file, all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee shall be entitled to receive reasonable compensation from the Trust for the performance of its duties under this subsection (e); provided, however, that such compensation shall not exceed $5,000 per year. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as agent for a REMIC under the Tax Matters PersonREMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall represent each knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in the imposition of a tax upon any administrative REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or judicial proceedings relating result in the imposition of such a tax. In addition, prior to an examination or audit by taking any governmental taxing authority, request an administrative adjustment as action with respect to any taxable year REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Trustee nor the Master Servicer shall enter into settlement agreements with any government taxing agencyarrangement by which any REMIC will receive a fee or other compensation for services. (k) Upon the request of any Rating Agency, extend any statute of limitations relating the Trustee shall deliver an Officer’s Certificate stating, without regard to any item actions taken by any party other than the Trustee, the Trustee’s compliance with provisions of any this Section 10.01. (l) The Trustee shall treat the rights of the Class A, Class M1, Class M2 and Class M3 Certificateholders (other than the Class A-IO Certificateholders) to receive Net Funds Cap Payments as rights in an interest rate cap contract written by the Class X Certificateholder in favor of the Class A, Class M1, Class M2 and Class M3 Certificateholders (other than the Class A-IO Certificateholders). Thus, each Class A, Class M1, Class M2 and Class M3 Certificate (other than the Class A-IO Certificates) shall be treated as representing not only ownership of regular interests in REMIC and otherwise act on behalf 3, but also ownership of any REMIC an interest in relation an interest rate cap contract. For tax purposes the interest rate cap contract will be deemed to any tax matter involving the Trusthave a value of zero.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, and the Trustee shall sign and file, as instructed by the Securities Administrator, all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Upper-Tier REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from such REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the Net WAC; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to such REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined residual interest in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each such REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Master Servicer in fulfilling its duties hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, all of the REMICs’ ' federal and state tax and information returns as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “"tax matters person” " as defined in the REMIC Provisions (the “"Tax Matters Person”") with respect to the related each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee, the NIMs Insurer and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the NIMs Insurer and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the NIMs Insurer or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the State of California for state tax purposes by virtue of the location of the Master Servicer, the Master Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Class R Certificate fails to pay such taxes, if any, when imposed. (h) The Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. 125 (k) On or before April 15 of each calendar year beginning in 2002, the Master Servicer shall deliver to the NIMs Insurer, the Trustee and each Rating Agency an Officers' Certificate stating the Master Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete the Form 8811.

REMIC Administration. (a) REMIC elections as As set forth in the Preliminary Statement shall be made by to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMICREMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee or the Securities Administrator in fulfilling its respective duties hereunder. The Servicer shall be entitled to reimbursement of expenses to hereunder (including the extent provided in clause (i) above from the Collection AccountSecurities Administrator’s duties as tax return preparer). (d) The Trustee Securities Administrator shall prepare, sign prepare and file, and the Trustee shall sign all of the REMICs’ federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns Tax Returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall use Notwithstanding the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited toforegoing, the calculation of Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the original issue discountevent that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions, Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, Provisions or other such guidance, the Trustee, as agent for the Tax Matters PersonSecurities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. The None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as agent the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain books and records with respect to each REMIC in any administrative or judicial proceedings relating to created hereunder on a calendar year and on an examination or audit by any governmental taxing authority, request an administrative adjustment as accrual basis. (i) No additional contributions of assets shall be made to any taxable year REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) The Trustee shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Class X-2 Certificates and that is not an asset of any REMIC. The Securities Administrator shall treat the rights of the Holders of the Class X-2 Certificates to receive distributions from the Basis Risk Reserve Fund to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X-2 Certificates in favor of the Holders of the Class X-2 Certificates. Thus, the Class A-1A, Class X-0X, Xxxxx X-0X, Xxxxx X-0X, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (l) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into settlement agreements with any government taxing agency, extend any statute arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (m) The Securities Administrator shall treat the Yield Maintenance Account as an outside reserve fund within the meaning of limitations relating to any item Treasury Regulation Section 1.860G-2(h) that is owned by the Holders of the Class Y Certificates and that is not an asset of any REMIC. Amounts transferred by the REMIC and otherwise act on behalf to the fund shall be treated as distributed by the REMIC to the Holder of any REMIC in relation to any tax matter involving the TrustClass Y Certificates.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement[Reserved]. (b) The Closing Date December 15, 200[ ] is hereby designated as the “Startup Day” of each REMIC within the meaning of section Section 860G(a)(9) of the Code. (c) The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, all (a) maintain (or cause to be maintained) the books of the REMICs’ Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Certificateholder as may be required by the Code and applicable Treasury Regulations, including the REMIC Provisions, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and information returns file or cause to be prepared and filed such Tax Returns relating to the Trust as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall may be borne required by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation Code and applicable Treasury Regulations (including timely making elections to treat specified assets of the original issue discountTrust as one or more REMICs for federal income tax purposes and any other such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations), (d) collect or cause to be collected any required withholding tax with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto and (e) maintain records as required by the REMIC Provisions. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person Disqualified Organization or organization non-U.S. Person and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee or the Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. (h) The Trustee, as agent for the Tax Matters Person, shall represent shall, for federal income tax purposes, maintain books and records with respect to each REMIC in any administrative or judicial proceedings relating to created hereunder on a calendar year and on an examination or audit by any governmental taxing authorityaccrual basis. (i) After the Pre-Funding Period, request an administrative adjustment as no additional contributions of assets shall be made to any taxable year REMIC created hereunder, except as expressly provided in this Agreement with respect to Qualified Replacement Mortgages. (j) Neither of the Trustee nor the Servicer shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for REMIC I, REMIC II, REMIC III and REMIC IV and the Master REMIC. (l) The Trustee shall treat the Supplemental Interest Trust as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Class C Certificates and that is not an asset of any REMIC. The Trustee shall treat the rights of the holders of the Class A and Mezzanine Certificates to receive any interest payments in excess of the REMIC Pass-Through Rate on the Master REMIC Regular Interest corresponding to such Class of Certificates as rights in an interest rate cap contract written by the Class C Certificateholders in favor of the holders of the Class A and Mezzanine Certificates. Thus, enter into settlement agreements each Class A and Mezzanine Certificate shall be treated as representing not only ownership of a regular interest in the Master REMIC, but also ownership of an interest in an interest rate cap contract. Furthermore, the Trustee shall treat the obligation of the Holders of the Class A and Mezzanine Certificates to make certain payments to the Supplemental Interest Account to the extent that the payment on the Pass-Through Rate on the Master REMIC Regular Interest exceeds the interest payment on the corresponding Class of Certificates as an obligation to make payments pursuant to an interest rate cap contract written by the Holders of the Class A and Mezzanine Certificates in favor of the Class C Certificateholder. Notwithstanding the priority and sources of payments set forth in Article IV hereof or otherwise, the Trustee shall account for all distributions on the Certificates as set forth in this section. In no event shall any payments provided for in this section be treated as payments with any government taxing agencyrespect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). (m) None of the Class M-9 DSI Certificates, extend any statute of limitations relating to any item of Class M-10 DSI Certificates, Class M-11 DSI Certificates or the Class M-12 DSI Certificates will be treated as regular or residual interest in any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustcreated hereunder.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Securities Administration Account. (d) The Trustee shall prepare, sign and fileprovided, all of the REMICs’ federal and state tax and information returns as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited tohowever, the calculation Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting returns and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if reports as required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization Section 6.20 and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustthis Section.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. For the purposes of the REMIC election in respect of REMIC 1, (i) the REMIC 1 Regular Interests shall be designated as the Regular Interests in REMIC 1 and the Class R-1 Interest shall be designated as the Residual Interest in REMIC 1, and (ii) the Regular Certificates (exclusive of the right to receive payments from the Excess Reserve Fund Account) shall be designated as the Regular Interests in REMIC 2 and the Class R-2 Interest shall be designated as the Residual Interest in REMIC 2. The Trustee shall not permit the creation of any “interests” in any Trust REMIC (within the meaning of Section 860G of the Code) other than the REMIC 1 Regular Interests, the Class R-1 Interest, the Class R-2 Interest, and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunder. The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account. (d) The Trustee shall prepare, sign and file, all of the REMICs’ federal and state tax and information returns as the direct representative of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Class R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Servicer nor the Holder of any Class R Certificate shall knowingly take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee, the Certificate Insurer and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action but in no event at the expense of the Trustee) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Class R Certificate will consult with the Servicer and the Certificate Insurer, or its respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Servicer or the Certificate Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Class R Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal, state or local governmental authorities. To the extent that such Trust taxes are not paid by a Class R Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class R Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. If any tax is imposed on “prohibited transactions” (as defined in Section 860F(a)(2) of the Code) of any REMIC created hereunder, on the “net income form foreclosure property” of any REMIC created hereunder as defined in Section 860G(c) of the Code, on any contribution to any REMIC created hereunder after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including any minimum tax imposed on any REMIC created hereunder pursuant to Sections 23153 and 24874 of the California Revenue and Taxation Code, if not paid as otherwise provided for herein, the tax shall be paid by (i) the Trustee, if any such other tax arises out of or results from negligence of the Trustee in the performance of its obligations under this Agreement, (ii) the Servicer or the Seller, in the case of any such minimum tax, if such tax arises out of or results from a breach by the Servicer or Seller of any of their obligations under this Agreement, (iii) the Seller, if any such tax arises out of or results from the Seller’s obligation to repurchase a Mortgage Loan pursuant to Section 2.03, or (iv) in all other cases, or if the Trustee, the Servicer, or the Seller fails to honor its obligations under the preceding clauses (i), (ii), or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.11(b). (h) The Trustee, as agent for the Tax Matters Person, shall represent shall, for federal income tax purposes, maintain books and records with respect to each REMIC in any administrative or judicial proceedings relating to created hereunder on a calendar year and on an examination or audit by any governmental taxing authority, request an administrative adjustment as accrual basis. (i) No additional contributions of assets shall be made to any taxable year of any REMICREMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) Neither the Trustee nor the Servicer shall enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15th of each calendar year beginning in 2006, the Servicer shall deliver to the Trustee and otherwise act on behalf each Rating Agency an Officers’ Certificate stating the Servicer’s compliance with the provisions of any REMIC in relation to any this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax matter involving entities and shall complete and timely file the TrustForm 8811.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-l(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Trust Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trust Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trust Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trust Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Trust Administration Account, provided, however, the Trust Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Trust Administrator shall prepare, and the Trustee shall sign and file, as instructed by the Trust Administrator, all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discountTrust Administrator. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trust Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Trust Administrator shall provide (i) upon receipt of reasonable compensation from the Trust (not to exceed $5,000 per year), to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation I.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Trustee such information as is necessary for the Trustee to provide to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. . (f) The Trustee, the Trust Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as agent a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Trust Administrator, the Master Servicer nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Trust Administrator, any NIMS Insurer and the Master Servicer have received an Opinion of Counsel addressed to the Trustee (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Trust Administrator, the Master Servicer, any NIMS Insurer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Trust Administrator, the Master Servicer or any NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Trust Administrator shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Trust Administrator nor the Master Servicer shall enter into any administrative arrangement by which any REMIC will receive a fee or judicial proceedings relating other compensation for services; (k) On or before September 15 of each calendar year beginning in 2005, the Trust Administrator shall deliver to the Trustee and any NIMS Insurer an examination or audit Officer’s Certificate stating, without regard to any actions taken by any governmental taxing authorityparty other than the Trust Administrator, request the Trust Administrator’s compliance with provisions of this Section 10.01. (l) The Basis Risk Reserve Fund shall be treated as an administrative adjustment as to any taxable year outside reserve fund within the meaning of Treasury Regulation Section l.860G-2(h) that is owned by the Holder of the Class X Certificate and that is not an asset of any REMIC, enter and all amounts deposited into settlement agreements the Basis Risk Reserve Fund shall be treated as amounts distributed to the Class X Certificateholder. The rights of the holders of LIBOR Certificates to receive payments from the Basis Risk Reserve Fund shall be treated as rights in an interest rate cap contract written by the holder of the Class X Certificate in favor of the holders of the LIBOR Certificates. Thus, each LIBOR Certificate shall be treated as representing not only ownership of regular interests in REMIC 4, but also ownership of an interest in an interest rate cap contract. For tax purposes, the interest rate cap contract shall be deemed to have a value of $[ ]. (m) In addition, for purposes of the REMIC Provisions, with any government taxing agency, extend any statute of limitations relating respect to any item REMIC Capped Distribution Date: (i) the Certificate Interest Rate for each Class of Certificates, other than the Class R Certificates, shall be the REMIC Capped Rate; and (ii) any amounts distributed on such Certificates on such REMIC and otherwise act on behalf Capped Distribution Date in excess of any the REMIC in relation Capped Rate shall be deemed to any have been paid by the Class X Certificateholder pursuant to a notional principal contract. For tax matter involving purposes, the Trustnotional principal contract shall be deemed to have a nominal value.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, and the Trustee shall sign and file, as instructed by the Securities Administrator, all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Upper-Tier REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from such REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the Net WAC; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to such REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in such REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. The . (f) To the extent within their control, the Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Securities Administrator, the Master Servicer nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) [Reserved]. (l) The Class A-R Holder shall act as “tax matters person” with respect to each REMIC created hereunder and the Securities Administrator shall act as agent for the Tax Matters PersonClass A-R Holder in such roles, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit unless and until another party is so designated by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the TrustClass A-R Holder.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary StatementStatement and Section 1.01. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Trustee shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Trustee shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.19 and this Section. (d) The Trustee shall prepare, sign and file, file all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeTrustee shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code. (f) The Trustee and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the Certificateholders tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such information event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or reports as are required by result in the Code imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC Provisions. The to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, as agent for the Tax Matters Personin writing, shall represent each with respect to whether such action could cause an Adverse REMIC in any administrative or judicial proceedings relating Event to an examination or audit by any governmental taxing authority, request an administrative adjustment as occur with respect to any taxable year of any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) The Trustee shall not enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of arrangement by which any REMIC and otherwise act on behalf will receive a fee or other compensation for services. (i) The Trustee shall treat the Class A-1 Certificates as representing ownership, through a grantor trust, of any the Upper Tier REMIC in relation to any tax matter involving the Trust.Class A-1

REMIC Administration. (a) The Trustee shall make or cause to be made REMIC elections for each of REMIC 1 and REMIC 2 as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunder. The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection AccountTrust. (d) The Trustee shall prepareprepare or cause to be prepared, sign and filefile or cause to be filed, all of the REMICs’ each REMIC's federal and state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “"tax matters person” " as defined in the REMIC Provisions (the “"Tax Matters Person”") with respect to each REMIC, and the related REMIC Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform perform, on behalf of each REMIC REMIC, all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual the Class R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. . (f) The Trustee, the Master Servicer, and the Holders of Certificates shall take any action or cause any REMIC formed under this Agreement to take any action necessary to create or maintain the status of such REMIC as agent a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer or the Holder of the Class R Certificate shall take any action or cause any REMIC formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee, the NIMS Insurer and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC formed under this Agreement or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class R Certificate will consult with the Trustee, the NIMS Insurer and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee, the NIMS Insurer or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) The Holder of the Class R Certificate shall pay when due any and all taxes imposed on any REMIC formed under this Agreement by federal or state governmental authorities, but only from amounts, if any, distributable thereon. To the extent that such REMIC taxes are not paid by the Class R Certificateholder, the Trustee shall pay any remaining REMIC taxes out of future amounts otherwise distributable to the Holder of the Class R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of the REMIC Regular Interests or the Certificates, as the case may be. (h) The Trustee, shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain or cause to be maintained books and records with respect to each REMIC in any administrative or judicial proceedings relating formed under this Agreement on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, except as expressly provided in this Agreement with respect to Eligible Substitute Mortgage Loans. (j) Neither the Trustee nor the Master Servicer shall enter into settlement agreements any arrangement by which any REMIC will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year, beginning in 2005, the Trustee shall deliver to each Rating Agency and the NIMS Insurer an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 9.01. (l) The Trustee shall treat (i) the rights of the Offered Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class CE Certificateholders in favor of the Holders of the Offered Certificates and (ii) the rights of the Class CE Certificates under the Yield Maintenance Agreement in accordance with the terms thereof and shall assign such rights for federal tax return and information reporting a value of zero. The Trustee shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder. The provisions of this paragraph are intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Offered Certificates receive interest in excess of their Certificate Interest Rate, such interest will be treated as distributed to the Class CE Certificates, together with any government taxing agencyamount deposited in the Reserve Account in respect of the Yield Maintenance Agreement, extend any statute and then paid to the respective Classes of limitations relating Offered Certificates pursuant to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustrelated interest rate cap agreement.

REMIC Administration. (a) REMIC elections as As set forth in the Preliminary Statement shall be made by to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMICREMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee or the Securities Administrator in fulfilling its respective duties hereunder. The Servicer shall be entitled to reimbursement of expenses to hereunder (including the extent provided in clause (i) above from the Collection AccountSecurities Administrator’s duties as tax return preparer). (d) The Trustee Securities Administrator shall prepare, sign prepare and file, and the Trustee shall sign all of the REMICs’ federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns Tax Returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall use Notwithstanding the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited toforegoing, the calculation of Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the original issue discountevent that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions, Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, Provisions or other such guidance, the Trustee, as agent for the Tax Matters PersonSecurities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. The None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as agent the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain books and records with respect to each REMIC in any administrative or judicial proceedings relating to created hereunder on a calendar year and on an examination or audit by any governmental taxing authority, request an administrative adjustment as accrual basis. (i) No additional contributions of assets shall be made to any taxable year REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Class X Certificates and that is not an asset of any REMIC. The Securities Administrator shall treat the rights of the Holders of the Class X Certificates to receive distributions from the Basis Risk Reserve Fund to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X Certificates in favor of the Holders of the Class X Certificates. Thus, enter into settlement agreements with any government the Class 1-A, Class 2-A2, Class 2-A3, Class 2-A4A, Class 2-A4B, Class 3-A2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing agency, extend any statute authority. (l) The Securities Administrator shall treat the Yield Maintenance Account and Class 1-A Basis Risk Account as an outside reserve fund within the meaning of limitations relating to any item Treasury Regulation Section 1.860G-2(h) that is owned by the Holders of the Class Y Certificates and that is not an asset of any REMIC. Amounts transferred by the REMIC and otherwise act on behalf to the fund shall be treated as distributed by the REMIC to the Holder of any REMIC in relation to any tax matter involving the TrustClass Y Certificates.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary StatementStatement and Section 1.01. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Trustee shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trustee shall pay any and all tax tax-related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Trustee shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.19 and this Section. (d) The Trustee shall prepare, sign and file, file all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust.

REMIC Administration. (a) REMIC elections as As set forth in the Preliminary Statement shall be made by to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMICREMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its respective duties hereunder. The Servicer shall be entitled to reimbursement of expenses to hereunder (including the extent provided in clause (i) above from the Collection AccountTrustee’s duties as tax return preparer). (d) The Trustee shall prepare, sign prepare and file, and the Trustee shall sign all of the REMICs’ federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns Tax Returns shall be borne by the Trustee. The Notwithstanding the foregoing, the Trustee shall use have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the Tax Prepayment Assumption for purposes of computing any event that partnership tax reporting, including, but not limited toinformation or returns are required by the Internal Revenue Service, the calculation of the original issue discountSeller, at its own cost and expense, will prepare and file all necessary returns. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions, Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, Provisions or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) The Trustee, shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat the Basis Risk Reserve Fund as agent for an outside reserve fund within the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Class X-1 and Class X-2 Certificates as their interest may appear and that is not an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year asset of any REMIC. The Trustee shall treat the rights of the Holders of the LIBOR Certificates to receive distributions from the Basis Risk Reserve Fund to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X-1 and Class X-2 Certificates in favor of the Holders of the Class X-2 Certificates. Thus, enter into settlement agreements the Class 1-A-1A, Class 1-A-1B, Class 2-A-1A, Class 2-A-1B, Class 2-A-1C, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract and the entitlements to receive payments from the Basis Risk Reserve Fund. On any Distribution Date on which the amount distributable with respect to the X-1-IO-1 or X-1-IO-2 Component exceeds the amount payable at the rate described in footnote (2) in the Preliminary Statement under the caption “The Certificates,” such excess shall be deemed to have been distributed in respect of the Class X-2 Certificates, deposited in the Basis Risk Reserve Fund, and distributed from the Basis Risk Reserve Fund in respect of those Components. Similarly, if the amount added to the Component Principal Balance on any government Distribution Date in respect of the PO-1A or PO-1B Components exceeds the amount accrued as described in footnote (4) in the Preliminary Statement under the caption “The Certificates,” when such excess is paid, it shall be treated as having been distributed in respect of the Class PO-2 Certificates, deposited in the Basis Risk Reserve Fund, and distributed from the Basis Risk Reserve Fund in respect of those Components. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustauthority.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, all of the REMICs’ ' federal and state tax and information returns (including Form 8811) as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “"tax matters person” " as defined in the REMIC Provisions (the “"Tax Matters Person”") with respect to the related each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. 128 (f) The Trustee, the Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee or the Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the State of California for state tax purposes by virtue of the location of the Servicer, the Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Residual Certificate fails to pay such taxes, if any, when imposed. (h) The Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) Neither the Trustee nor the Servicer shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. 129 (k) On or before April 15 of each calendar year beginning in 2003, the Servicer shall deliver to the Trustee and each Rating Agency an Officers' Certificate stating the Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete the Form 8811.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, and the Trustee shall sign and file, as instructed by the Securities Administrator, all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Upper-Tier REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from such REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the Net WAC; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to such REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in such REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. The . (f) To the extent within their control, the Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Securities Administrator, the Master Servicer nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) [Reserved]. (l) The Class A-R Holder shall act as "tax matters person" with respect to each REMIC created hereunder and the Securities Administrator shall act as agent for the Tax Matters PersonClass A-R Holder in such roles, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit unless and until another party is so designated by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the TrustClass A-R Holder.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary StatementStatement and Section 1.01. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Trustee shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trustee shall pay any and all tax tax-related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Trustee shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.19 and this Section. (d) The Trustee shall prepare, sign and file, file all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeTrustee shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code. (f) The Trustee and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the Certificateholders tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such information event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or reports as are required by result in the Code imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC Provisions. The to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, as agent for the Tax Matters Personin writing, shall represent each with respect to whether such action could cause an Adverse REMIC in any administrative or judicial proceedings relating Event to an examination or audit by any governmental taxing authority, request an administrative adjustment as occur with respect to any taxable year of any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) The Trustee shall not enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of arrangement by which any REMIC and otherwise act on behalf will receive a fee or other compensation for services. (i) Reserved; (ii) The Trustee shall treat the Class A-1 Certificates as representing ownership, through a grantor trust, of any the Upper Tier REMIC in relation to any tax matter involving the Trust.Class A-1

REMIC Administration. (a) Unless otherwise specified in the related Pooling and Servicing Agreement, an election will be made to treat the Assets and the Distribution Account underlying a Series as one or more REMICs under the Code. Each Holder of a Residual Certificate in each REMIC elections shall, in its Residual Transferee Agreement, designate the Servicer or an Affiliate of the Servicer, as its agent, to act as the Tax Matters Person for such REMIC. The Servicer agrees that it or one of its Affiliates will serve as such Tax Matters Person for each REMIC, and also will perform various tax administration functions for each REMIC, as its agent, as set forth in this Section 10.01. (a) The Trustee shall elect (on behalf of each REMIC to be created) to have the Preliminary Statement shall be made by the Trustee Trust (or designated assets thereof) treated as a REMIC on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each issued as well as on any corresponding state tax or information return necessary to have such assets treated as a REMIC shall be as designated in the Preliminary Statementunder relevant state law. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer shall pay any and all tax related expenses (not including taxes) of the Trust and each related REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only authorities or related to the extent that (i) such expenses are ordinary or routine expenses, including expenses adoption of a routine audit but not expenses plan of litigation complete liquidation. (except as described in (ii)); or (iic) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, prepare any necessary forms for election as well as all of the REMICs’ Trust's and each related REMIC's federal and state tax and information returns. At the request of the Servicer, the Trustee shall sign and file such returns as the direct representative on behalf of each REMIC created hereundersuch REMIC. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discountServicer. (ed) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Servicer shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such the Trust and the REMIC under the Code, the REMIC Provisions, Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authoritytax law. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidancethe Servicer, the Trustee, acting as agent for of the Tax Matters PersonREMIC, shall provide (i1) to the Treasury or to other governmental authority authorities such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization Disqualified Organization and (ii2) to the Certificateholders Trustee such information as is necessary for the Trustee to discharge its obligations under the REMIC Provisions to report tax information to the Certificateholders. (e) OMI, the Servicer, the Trustee (to the extent the Trustee has been instructed by OMI or reports the Servicer), and the Holders of Residual Certificates shall take any action or cause each related REMIC to take any action necessary to create or maintain the status of each such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. (f) OMI, the Servicer, the Trustee (to the extent the Trustee has been instructed by OMI or the Servicer), and the Holders of the Residual Certificates shall not take any action or fail to take any action, or cause each related REMIC to take any action or fail to take any action that, if taken or not taken, could endanger the status of each such REMIC as a REMIC unless the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take or to omit to take such action) to the effect that the contemplated action or failure to act will not endanger such status. (g) Any taxes that are required imposed upon the Trust or any related REMIC by federal or state (including local) governmental authorities (other than taxes paid by a party pursuant to Section 10.02 hereof or as provided in the following sentence) shall be allocated to the Certificates (including, for this purpose, the regular interests in any Pooling REMIC) in the same manner as Writedown Amounts are so allocated; PROVIDED, HOWEVER, that if the related Pooling and Servicing Agreement does not provide for the allocation of Writedown Amounts, such taxes shall be payable out of the Available Distribution Amount before any distributions are made on the related Certificates on the related Distribution Date. Any state or local taxes imposed upon the Trust, any related REMIC or any related Certificateholder that would not have been imposed on the Trust, such REMIC or such Certificateholder in the absence of any legal or business connection between the Trustee and the state or locality imposing such taxes (including any federal, state or local taxes imposed on such Trust, such REMIC or such Certificateholder as a result of such Trust, such REMIC or such Certificateholder being deemed to have received income as a result of the Trustee's payment of state or local taxes) shall be paid by the Code or REMIC Provisions. The Trustee, and, notwithstanding anything to the contrary in these Standard Terms, such taxes shall be deemed to be part of the Trustee's cost of doing business and shall not be reimbursable to the Trustee. (h) If the Servicer (or an Affiliate thereof) is unable for any reason to fulfill its duties as agent for the Tax Matters Person, then the holder of the largest Percentage Interest of the Residual Certificates, without compensation, shall represent become the successor Tax Matters Person for each REMIC related REMIC; PROVIDED, HOWEVER, that in any administrative or judicial proceedings relating no event shall the Trustee be required to an examination or audit by any governmental taxing authority, request an administrative adjustment act as to any taxable year Tax Matters Person (regardless of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving whether the TrustTrustee is acting as successor Servicer).

REMIC Administration. (a) REMIC elections as As set forth in the Preliminary Statement shall be made by hereto, the Trustee shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC and the Upper Tier REMIC. The Trustee shall make such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each of the Lower Tier Interests, other than the Class LT-R Interest, is hereby designated as a regular interest in the Lower Tier REMIC, and each Certificate, other than the Class R Certificate, is hereby designated as a regular interest in the Upper Tier REMIC. The regular interests and Class LT-R Interest is hereby designated as the sole residual interest in each REMIC shall be the Lower Tier REMIC. The Class R Certificate evidences ownership of the Class LT-R Interest and is also hereby designated as designated the sole residual interest in the Preliminary StatementUpper Tier REMIC. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.86OG-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Certificate Account. (d) The Trustee Securities Administrator shall prepare, sign prepare and file, and the Trustee shall sign, all of the REMICs’ each REMIC's federal and state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Securities Administrator will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 860D(a)(6)(B) of the code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The Trustee Securities Administrator shall use be entitled to additional compensation from such person for the Tax Prepayment Assumption for purposes cost of computing any tax reporting, including, but not limited to, the calculation of the original issue discountproviding such information. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Securities Administrator shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Trustee such information as is necessary for the Trustee to provide to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. . (f) The Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of such REMIC as agent a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Securities Administrator, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to the REMIC or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain books and records with respect to each REMIC in any administrative or judicial proceedings relating on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) Neither the Securities Administrator nor the Master Servicer shall enter into settlement agreements with any government taxing agency, extend arrangement by which any statute of limitations relating to any item REMIC will receive a fee or other compensation for services. (k) Upon the request of any REMIC and otherwise act on behalf Rating Agency, the Trustee or the Securities Administrator shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of any REMIC in relation this Section 10.01 applicable to any tax matter involving the Trustit.

REMIC Administration. (a) REMIC elections as As set forth in the Preliminary Statement shall be made by to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMICREMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee or the Securities Administrator in fulfilling its respective duties hereunder. The Servicer shall be entitled to reimbursement of expenses to hereunder (including the extent provided in clause (i) above from the Collection AccountSecurities Administrator’s duties as tax return preparer). (d) The Trustee Securities Administrator shall prepare, sign prepare and file, and the Trustee shall sign all of the REMICs’ federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns Tax Returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall use Notwithstanding the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited toforegoing, the calculation of Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the original issue discountevent that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions, Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, Provisions or other such guidance, the Trustee, as agent for the Tax Matters PersonSecurities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. The None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as agent the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state governmental authorities. To the extent that such Trust taxes are not paid by such Residual Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to such Holder or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain books and records with respect to each REMIC in any administrative or judicial proceedings relating to created hereunder on a calendar year and on an examination or audit by any governmental taxing authority, request an administrative adjustment as accrual basis. (i) No additional contributions of assets shall be made to any taxable year REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat each of the Basis Risk Reserve Fund and the Yield Maintenance Account as outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class X Certificates and not as assets of any REMIC. The Securities Administrator shall treat the rights of the Holders of the LIBOR Certificates to receive distributions to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X Certificates in favor of the Holders of the LIBOR Certificates. Thus, enter into settlement agreements with any government the LIBOR Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustauthority.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Securities Administration Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, the Trustee shall sign and file, THE Securities administrator shall file all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discountSecurities Administrator. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Securities Administrator shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Trustee such information as is necessary for the Trustee to provide to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Securities Administrator shall be entitled to receive reasonable compensation from the Trust for the performance of its duties under this subsection (e); provided, however, that such compensation shall not exceed $5,000 per year. (f) The Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as agent a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Securities Administrator, the Master Servicer nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator, any NIMS Insurer and the Master Servicer have received an Opinion of Counsel addressed to the Trustee (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer, any NIMS Insurer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator, the Master Servicer or any NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Securities Administrator shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any administrative arrangement by which any REMIC will receive a fee or judicial proceedings relating other compensation for services. (k) On or before September 15 of each calendar year beginning in 2004, the Securities Administrator shall deliver to the Trustee and any NIMS Insurer an examination or audit Officer’s Certificate stating, without regard to any actions taken by any governmental taxing authorityparty other than the Securities Administrator, request the Securities Administrator’s compliance with provisions of this Section 10.01. (l) The Securities Administrator shall treat the Basis Risk Reserve Fund as an administrative adjustment as to any taxable year outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the Holders of the Class X Certificates and that is not an asset of any REMIC. The Securities Administrator shall treat the rights of the holders of the Class A1, enter into settlement agreements with any government taxing agencyClass A2, extend any statute Class A3, Class A-SIO, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7 and Class B Certificates to receive payments from the Basis Risk Reserve Fund in the event of limitations relating to any item a Basis Risk Shortfall as rights in an interest rate cap contract written by the Class X Certificateholders in favor of such Certificateholders. Thus, each Class A1, Class A2, Class A3, Class A-SIO, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7 and Class B Certificate shall be treated as representing not only ownership of regular interests in the Upper-Tier REMIC, but also ownership of an interest in an interest rate cap contract. For federal tax return and information reporting, such interest rate cap contract shall be assigned a value of $27,069.58. (m) In addition, for purposes of the REMIC Provisions, on any REMIC Capped Distribution Date: (i) the Certificate Interest Rate for each Class of Certificates, other than the Class P and otherwise act Class R Certificates, shall be the REMIC Capped Rate; and (ii) any amounts distributed on behalf such Certificates on such REMIC Capped Distribution Date in excess of any the REMIC in relation Capped Rate shall be deemed to any have been paid by the Class X Certificateholder pursuant to a notional principal contract. For federal income tax matter involving the Trustreturn and information reporting, such notional principal contract shall be assigned a value of $100.00.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, and the Trustee shall sign and file, as instructed by the Securities Administrator, all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Upper-Tier REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from such REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the Net WAC; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to such REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in such REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. The . (f) To the extent within their control, the Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Securities Administrator, the Master Servicer nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate, LT1-A-R Interest or LT2-A-R Interest, as applicable, will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) [Reserved]. (l) The Holder of a majority interest in the residual interest in any REMIC formed hereby shall act as “tax matters person” with respect to such REMIC and the Securities Administrator shall act as agent for the Tax Matters Personsuch holder in such role, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit unless and until another party is so designated by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustsuch holder.

REMIC Administration. (a) A REMIC elections as set forth in the Preliminary Statement Election shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on after the last day of the calendar year conditions described in which the Certificates Section 13.19(b) are issuedsatisfied. The Notes shall be designated as the regular interests in the REMIC and the Trust Certificates shall be the residual interest in each REMIC shall be as designated in the Preliminary StatementREMIC. (b) The Closing Date is hereby designated as Indenture Trustee shall represent the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Servicer Issuer shall pay any and all tax related expenses (not including taxes) of each the REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each the REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (dc) The Indenture Trustee shall prepare, sign and file, file all of the REMICs’ REMIC’s federal and appropriate state tax and information returns as the REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeIssuer. The In preparing such returns, the Indenture Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reportingits standard assumptions regarding calculations, including, including but not limited to, to accrual periods and the calculation timing of the original issue discountdistributions. (ed) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof Indenture Trustee shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform responsible on behalf of each the REMIC for all reporting and other tax compliance duties that are the responsibility of such the REMIC under the Code, the REMIC Provisions, Code or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. (e) The Indenture Trustee shall take any action or cause the REMIC to take any action necessary to maintain the status of the REMIC as a REMIC under the REMIC Provisions. Among its other dutiesThe Indenture Trustee shall not knowingly take any action, if required by cause the CodeREMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or other not taken, as the case may be, could result in an Adverse REMIC Event unless the Indenture Trustee has received an opinion of counsel to the effect that the contemplated action will not endanger such guidancestatus or result in the imposition of such a tax. (f) The Issuer shall pay or cause each Holder of the Trust Certificates in the REMIC to pay when due any and all taxes imposed on the REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Holder of the Trust Certificates, the TrusteeIndenture Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holders of the Trust Certificates or, if no such amounts are available, out of other amounts held in the account holding the collections from the Mortgage Loans, and shall reduce amounts otherwise payable to holders of regular interests in the REMIC. (g) The books and records of the REMIC shall be maintained on a calendar year and on an accrual basis. (h) The holder of a majority interest of the Trust Certificates shall act as “tax matters person” with respect to the REMIC, and the Indenture Trustee shall act as agent for the Tax Matters Personsuch holder in such role, shall provide unless and until another party is so designated by such holder. (i) In performing the services with respect to the Treasury or other governmental authority Mortgage Loans in accordance with the terms of this Indenture, the Indenture Trustee shall follow such information procedures as is necessary for it would employ in its good faith business judgment and which are normal and customary in its administration of REMICs. The relationship of the application Indenture Trustee (and of any tax relating successor to the transfer of a Residual Certificate to any disqualified person or organization and (iiIndenture Trustee as administrator under this Indenture) to the Certificateholders such information or reports as are required Issuer under this Indenture is intended by the Code parties to be that of an independent contractor and not that of a joint venturer, partner or agent. For the avoidance of doubt, a REMIC Provisions. The Trustee, as agent for Election shall only be made if the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year conditions of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the TrustSection 13.19(b) have been satisfied.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, and the Trustee shall sign and file, as instructed by the Securities Administrator, all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to the Lower-Tier REMIC: (i) treat the accrual period for interests in the Lower-Tier REMIC and the Middle-Tier REMIC as the calendar month; (ii) account for distributions made from the Lower-Tier REMIC and the Middle-Tier REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the Net WAC; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to the Lower-Tier REMIC and the Middle-Tier REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in the Lower-Tier REMIC and the Middle-Tier REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. The . (f) To the extent within their control, the Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Securities Administrator, the Master Servicer nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) [Reserved]. (l) The Class A-R Holder shall act as "tax matters person" with respect to each REMIC created hereunder and the Securities Administrator shall act as agent for the Tax Matters PersonClass A-R Holder in such roles, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit unless and until another party is so designated by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the TrustClass A-R Holder.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest interests in each REMIC the REMICs shall be as designated in the Preliminary Statement. The Trustee shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in REMIC I or REMIC II other than the "regular interests" and "residual interests" so designated. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC I and REMIC II within the meaning of section 860G(a)(9) of the Code. (c) The Servicer Trustee shall pay any and all tax related expenses (not including taxes) of each REMICthe REMICs, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC the REMICs that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, but not including expenses of a routine an audit but not or expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunder. The Servicer shall be entitled hereunder or are otherwise payable by the Trustee pursuant to reimbursement of expenses to the extent provided in clause (i) above from the Collection AccountSection 8.03. (d) The Trustee shall preparebe responsible for preparing, sign at its own expense, and filefiling in a timely manner, all on behalf of the REMICs’ federal REMIC I and state tax and information returns REMIC II such Tax Returns as are required to be so filed, using a calendar year as the direct representative each taxable year of REMIC created hereunder. The expenses of preparing I and filing such returns shall be borne by the TrusteeREMIC II on an accrual basis. The Trustee shall use sign all such tax returns. The Depositor shall provide the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation Trustee within 30 days of the original issue discountClosing Date all information deemed necessary by the Trustee to fulfill its obligations under this Section 8.01(d). The Trustee shall furnish to each Holder of a REMIC II Regular Interest and Class R Certificateholder at the time required by law such information reports or returns as are required by applicable federal, state or local law with respect to REMIC I and REMIC II to enable such Holders to prepare their tax returns and will furnish comparable information to the IRS and other taxing authorities as and when required by law to do so. (e) The Holder of the Residual Certificate Class R Certificates at any time holding the largest Percentage Interest thereof shall be designated the “"tax matters person” " as defined in the REMIC Provisions (the “"Tax Matters Person”") with respect to REMIC I and REMIC II in the related REMIC manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1 and shall act as Tax Matters Person for each REMICREMIC I and REMIC II. Any Holder of a Residual Certificate will by acceptance thereof appoint the Trustee as agent and attorney-in-fact for the purpose of acting as Tax Matters Person for REMIC I and REMIC II during such time as the Trustee does not own any such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other statements, or the Trustee from acting as agent for the Tax Matters Person, the Trustee shall take whatever action that in its sole good faith judgment is necessary for the proper filing of such information returns or for the provision of a tax matters person. Each Holder of a Residual Certificate shall be bound by this Section. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC I and REMIC II all reporting and other tax compliance duties that are the responsibility of such REMIC REMICs under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the holders of the REMIC II Regular Interests and the Class R Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee shall, at the expense of the Trust Fund (unless such expenses are incurred by reason of the Trustee's willful misfeasance, as agent for the Tax Matters Personbad faith or gross negligence), shall represent each REMIC I and REMIC II in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMICREMIC I or REMIC II, as the case may be, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC I or REMIC II, as the case may be, and otherwise act on behalf of any REMIC I or REMIC II in relation to any tax matter or controversy involving the Trust Fund. (f) The Trustee and the Holders of Certificates shall take any action or cause REMIC I or REMIC II to take any action necessary or desirable to create or maintain the status of REMIC I and REMIC II as REMICs under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee nor the Holder of any Certificate shall knowingly or intentionally take any action, cause the Trust, REMIC I or REMIC II to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of either REMIC as a REMIC or (ii) result in the imposition of a tax upon either REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, in the absence of an Opinion of Counsel or the indemnification referred to in this sentence, an "Adverse REMIC Event") unless the Trustee shall have received an Opinion of Counsel addressed to the Trustee (at the expense of the party seeking to take such action or, if such party fails to pay such expense and the Trustee determines that taking such action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust Fund, but in no event at the expense of the Trustee) to the effect that the contemplated action will not endanger such status or, result in the imposition of such a tax. In addition, prior to taking any action with respect to REMIC I, REMIC II, or the Trust, or causing REMIC I, REMIC II or the Trust to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, or its designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to either REMIC, and no such Person shall take any such action or cause REMIC I, REMIC II, or the Trust to take any such action as to which the Trustee has advised it in writing that such an Adverse REMIC Event could occur. At all times as may be required by the Code, the Trustee will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of REMIC I and REMIC II as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. (g) Except as provided in Section 8.03, each Holder of a Residual Certificate shall pay when due its Percentage Interest of any and all taxes imposed on REMIC I and REMIC II by federal or state governmental authorities. To the extent that such taxes are not paid by the Residual Certificateholders, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the related Residual Certificate or, if no such amounts are available, out of other amounts held in any Certificate Account and available for distribution to the Certificateholders (other than the Group V Certificateholders), and shall reduce amounts otherwise payable to Holders of regular interests in the affected REMIC. (h) Following the Startup Day, the Trustee shall not accept any contributions of assets to REMIC I or REMIC II unless the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in such REMIC will not cause such REMIC to fail to qualify as a REMIC at any time that any REMIC II Regular Interests or Class R Certificates are outstanding or subject such REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (i) The Trustee shall not enter into any arrangement by which either REMIC I or REMIC II will receive a fee or other compensation for services or permit either REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. (j) On or before April 15 of each calendar year beginning in 2008, the Trustee shall deliver to each Residual Certificateholder a certificate signed by a Responsible Officer stating the Trustee's compliance with the provisions of this Section 8.01. (k) Within 60 days after the Closing Date, the Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete and timely file with the Internal Revenue Service Forms 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for each of REMIC I and REMIC II. (l) The Trustee shall, for federal income tax purposes, maintain books and records with respect to REMIC I and REMIC II on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (m) The Trustee shall provide (i) to any transferor of a Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a Permitted Transferee, (ii) to holders of REMIC II Regular Interests or Class R Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the names, titles, addresses and telephone numbers of the persons who will serve as the representatives of REMIC I and REMIC II.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, and the Trustee shall sign and file, as instructed by the Securities Administrator, all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Upper-Tier REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from such REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the Net WAC; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to such REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in such REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate Interest to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. The . (f) To the extent within their control, the Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Securities Administrator, the Master Servicer nor the Holder of any Residual Interest shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Residual Interest Holder will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Interest Holders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Interest Holders. (g) Each Residual Interest Holder shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Interest Holder, the Trustee or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Residual Interest Holder in any such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the beneficial owners of the Pool 1 Certificates entitled to receive Basis Risk Shortfall Carryover Amounts as having entered into a notional principal contract with respect to the beneficial owners of the Class 1-CE Certificates. Pursuant to each such notional principal contract, all beneficial owners of such Pool 1 Certificates shall be treated as having agreed to pay, on each Distribution Date, to the beneficial owners of the Class 1-CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the interest in the Upper Tier REMIC corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class I Shortfall”). A Class I Shortfall payable from interest collections shall be allocated to each Class of Certificates to the extent that interest accrued on such Class for the related Accrual Period at the Certificate Interest Rate for a Class, computed by substituting “Middle-Tier REMIC 1 Net WAC Rate” for the Pool 1 Net WAC in the definition thereof, exceeds the amount of interest accrued for the related Accrual Period based on the Pool 1 Net WAC, and a Class I Shortfall payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the beneficial owner of the Class 1-CE Certificates shall be treated as having agreed to pay Basis Risk Shortfall Carryover Amounts to such Pool 1 Certificateholders in accordance with the terms of this Agreement. Any payments to the Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates of a Class I Shortfall shall be treated for tax purposes as having been received by the beneficial owners of such Certificates in respect of their Interests in the Upper Tier REMIC and as having been paid by such beneficial owners to the Supplemental Interest Trust pursuant to the notional principal contract. Thus, each Pool 1 Certificate entitled to receive Basis Risk Shortfall Carryover Amounts shall be treated as representing not only ownership of regular interests in the Upper Tier REMIC, but also ownership of an interest in (and obligations with respect to) a notional principal contract. For tax purposes, the notional principal contract shall be deemed to have a value in favor of the Certificates entitled to receive Basis Risk Shortfalls of $15,000 as of the Closing Date. (l) The Holder of a majority interest in the residual interest in any REMIC formed hereby shall act as “tax matters person” with respect to such REMIC and the Securities Administrator shall act as agent for the Tax Matters Personsuch holder in such role, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit unless and until another party is so designated by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustsuch holder.

REMIC Administration. (a) REMIC elections as As set forth in the Preliminary Statement shall be made by to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMICREMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee or the Securities Administrator in fulfilling its respective duties hereunder. The Servicer shall be entitled to reimbursement of expenses to hereunder (including the extent provided in clause (i) above from the Collection AccountSecurities Administrator’s duties as tax return preparer). (d) The Trustee Securities Administrator shall prepare, sign prepare and file, and the Trustee shall sign all of the REMICs’ federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns Tax Returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall use Notwithstanding the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited toforegoing, the calculation of Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the original issue discountevent that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions, Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, Provisions or other such guidance, the Trustee, as agent for the Tax Matters PersonSecurities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. The None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as agent the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of a Residual Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain books and records with respect to each REMIC in any administrative or judicial proceedings relating to created hereunder on a calendar year and on an examination or audit by any governmental taxing authority, request an administrative adjustment as accrual basis. (i) No additional contributions of assets shall be made to any taxable year REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) The Trustee shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the Basis Risk Reserve Fund and the Yield Maintenance Account as outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class X Certificates and not as assets of any REMIC. The Securities Administrator shall treat the rights of the Holders of the LIBOR Certificates to receive distributions to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X Certificates in favor of the Holders of the LIBOR Certificates. Thus, the LIBOR Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (l) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any arrangement by which REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustcreated hereunder will receive a fee or other compensation for services.

REMIC Administration. (a) REMIC elections as As set forth in the Preliminary Statement shall be made by to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMICREMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee or the Securities Administrator in fulfilling its respective duties hereunder. The Servicer shall be entitled to reimbursement of expenses to hereunder (including the extent provided in clause (i) above from the Collection AccountSecurities Administrator’s duties as tax return preparer). (d) The Trustee Securities Administrator shall prepare, sign prepare and file, and the Trustee shall sign all of the REMICs’ federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns Tax Returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall use Notwithstanding the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited toforegoing, the calculation of Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the original issue discountevent that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions, Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, Provisions or other such guidance, the Trustee, as agent for the Tax Matters PersonSecurities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. The None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as agent the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain books and records with respect to each REMIC in any administrative or judicial proceedings relating to created hereunder on a calendar year and on an examination or audit by any governmental taxing authority, request an administrative adjustment as accrual basis. (i) No additional contributions of assets shall be made to any taxable year REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) The Trustee shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the Basis Risk Reserve Fund and the Yield Maintenance Account as outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class X Certificates and not as assets of any REMIC. The Securities Administrator shall treat the rights of the Holders of the LIBOR Certificates to receive distributions to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X Certificates in favor of the Holders of the LIBOR Certificates. Thus, the LIBOR Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (l) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any arrangement by which REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustcreated hereunder will receive a fee or other compensation for services.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement to this Agreement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary StatementStatement to this Agreement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The “latest possible maturity date” for purposes of Treasury Regulation 1.86OG-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Trustee shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Trustee shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.19 and this Section. (d) The Trustee shall prepare, sign and file, all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The In preparing such returns, the Trustee shall shall, with respect to each REMIC created hereunder other than the Upper-Tier REMIC (each such REMIC, a “Non-Upper-Tier REMIC”): (i) treat the accrual period for interests in such Non-Upper-Tier REMIC as the calendar month; (ii) account for distributions made from such Non-Upper-Tier REMIC as made on the first day of each succeeding calendar month; (iii) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (iv) account for purposes income and expenses related to such Non-Upper-Tier REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in such Non-Upper-Tier REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee and the Holders of Certificates shall, to the extent within their knowledge and control, take such actions as may be necessary to maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to maintain such status. The TrusteeNeither the Trustee nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as agent for the Tax Matters Personcase may be, shall represent each could result in an Adverse REMIC Event unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action or not to take such action but not at the expense of the Trustee) to the effect that the contemplated action (or inaction, as the case may be) will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as action with respect to any taxable year REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee its respective designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. The Trustee may consult with counsel (and conclusively rely upon the advice of such counsel) to make such written advice, and the cost of the same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event shall such cost be an expense of the Trustee. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) The Trustee shall not enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of arrangement by which any REMIC will receive a fee or other compensation for services. (k) The Holder (or, if there is more than one such Holder, the Holder with the largest Percentage Interest) of the Class LT-R Certificate is hereby designated as “tax matters person” with respect to the Lower-Tier REMIC and otherwise the Holder Class R Certificate (or, if there is more than one such Holder, the Holder with the largest Percentage Interest) is hereby designated as “tax matters person” with respect to the Upper-Tier REMIC and each such Holder shall be deemed by the acceptance of its Certificate to have appointed the Trustee to act on behalf as its agent to perform the duties of any REMIC in relation to any the “tax matter involving the Trustmatters person” for each such REMIC.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax tax-related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, and the Trustee shall sign and file, as instructed by the Securities Administrator, all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Upper-Tier REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from such REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the applicable Net WAC; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to such REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined residual interest in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each such REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, the Trustee shall sign and file, the Securities Administrator shall file all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Master REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from each REMIC other than the Master REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the weighted average of the Net Mortgage Rates; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to each REMIC other than the Master REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined residual interest in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each such REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, but not including expenses of a routine audit but not or expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunder. The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee Securities Administrator shall prepare, sign prepare and file, and the Trustee shall sign all of the REMICs’ federal and state tax and information returns as the direct representative Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes Securities Administrator without any right of computing any tax reporting, including, but not limited to, the calculation of the original issue discountreimbursement thereof. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The TrusteeSecurities Administrator, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The TrusteeSecurities Administrator, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) The Securities Administrator and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Securities Administrator nor the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Securities Administrator, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Securities Administrator shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the State of California or any other state for state tax purposes by virtue of the location of the Servicer or any subservicer, the Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Residual Certificate fails to pay such taxes, if any, when imposed. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) Neither the Trustee nor the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete the Form 8811.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. For purposes of such designations, the interest rate of any regular interest that is computed by taking into account the weighted average of the Net Mortgage Rates of the Mortgage Loans shall be reduced by the amount of any expense paid by the Trust to the extent that (i) such expense was not taken into account in computing the Net Mortgage Rate of any Mortgage Loan, (ii) such expense does not constitute an “unanticipated expense” of a REMIC within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii), (iii) such expense does not relate to an Excluded Trust Asset and (iv) the amount of such expense was not taken into account in computing the interest rate of a more junior Class of regular interests. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section Section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Trustee shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Certificate Account; provided, however, the Trustee shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee shall prepare, sign and file, file all of the REMICs’ each REMIC’s federal and applicable state tax and information returns as such REMIC’s direct representative. As used herein, applicable state tax and information returns shall mean returns as may be required by the direct representative each REMIC created hereunderlaws of any state the applicability of which to the Trust Fund shall have been confirmed to the Trustee in writing either by the delivery to the Trustee of an Opinion of Counsel to such effect, or by delivery to the Trustee of a written notification to such effect by the taxing authority of such state. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee shall be entitled to receive reasonable compensation from the Trust Fund for the performance of its duties under this subsection (e); provided, however, that such compensation shall not exceed $5,000 per year; provided, further, that, after a Section 7.01(d) Purchase Event, any expenses incurred by the Trustee in connection with such Section 7.01(d) Purchase Event shall be reimbursed to the Trustee, regardless of the limitation set forth above, in accordance with Section 4.04(b). (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action, within their respective control and scope of their duties, or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as agent a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall knowingly take any action, within their respective control, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action, within their respective control and scope of their duties, that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, any NIMS Insurer and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Master Servicer, any NIMS Insurer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Master Servicer or any NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Certificate Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Trustee shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Trustee nor the Master Servicer shall enter into any administrative arrangement by which any REMIC will receive a fee or judicial proceedings relating other compensation for services. (k) Upon the request of any Rating Agency, the Trustee shall deliver an Officer’s Certificate stating, without regard to an examination or audit any actions taken by any governmental taxing authorityparty other than the Trustee, request the Trustee’s compliance with provisions of this Section 10.01. (l) The Trustee shall treat each of the Pool 1 Basis Risk Reserve Fund, the Group 1 Swap Account and the Group 1 Cap Account as an administrative adjustment as to any taxable year outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that is owned by the Holder of the Class I-XS Component, the I-SX Component and the Class I-CX Component of the Class I-X Certificates, respectively, and that is not an asset of any REMIC. The Trustee shall treat each of the Pool 2 Basis Risk Reserve Fund, enter into settlement agreements with any government taxing agencythe arrangement pursuant to which the Balance Guaranteed Cap Agreement is held and the arrangement pursuant to which the Group 2 Cap Agreement is held as an outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that is owned by the Holder of the Class II-XS (in the case of the Pool 2 Basis Risk Reserve Fund) and Class II-CX Components (in the case of the Balance Guaranteed Cap Agreement and the Group 2 Cap Agreement) of the Class II-X Certificates, extend any statute of limitations relating to any item and that is not an asset of any REMIC. The Trustee shall treat the rights of the Certificateholders (other than the Holders of the Class I-X, Class II-X, Class I-LT-R, Class II-LT-R, Class I-R, Class II-R, Class I-P and Class II-P Certificates) to receive any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls as rights in interest rate cap contracts, one of which is written by the Class I-XS Component Certificateholders in favor of the Group 1 Certificateholders with respect to the right to receive such amounts from Pool 1 Monthly Excess Cashflow, one of which is written by the holders of the I-CX Component in favor of the Group 1 Certificateholders (other than the Class I-AIO Certificates) with respect to the right to receive such amounts from the Group 1 Cap Agreement, one of which is written by the holders of the I-SX Component in favor of the Group 1 Certificateholders (other than the Class I-AIO Certificates) with respect to the right to receive such amounts from the Group 1 Swap Agreement and one of which is written by the Class II-XS Component Certificateholders in favor of the Group 2 Certificateholders (other than Class II-AIO) with respect to the right to receive such amounts from Pool 2 Monthly Excess Cashflow and one of which is written by the Class II-CX Component Certificateholders in favor of the Group 2 Certificateholders (other than Class II-AIO) with respect to the right to receive such amounts from the Balance Guaranteed Cap Agreement or the Group 2 Cap Agreement. Thus, each Certificateholder (other than the Holders of the Class I-X, Class II-X, Class I-LT-R, Class II-LT-R, Class I-R, Class II-R, Class I-P and Class II-P Certificates) shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. Pursuant to each such notional principal contract in the case of the I-SX Component, all beneficial owners of the Group 1 Certificates shall be treated as having agreed to pay, on each Distribution Date, to the beneficial owners of the I-SX Component an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the interest in the Upper Tier REMIC I corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class I Shortfall”). A Class I Shortfall payable from interest collections shall be allocated to each Class of Certificates to the extent that interest accrued on such Class for the related Accrual Period at the Certificate Interest Rate for a Class, computed by substituting “Pool 1 REMIC Net Funds Cap” for “the applicable Net Funds Cap” in the definition thereof, exceeds the amount of interest accrued for the related Accrual Period based on the applicable Net Funds Cap, and a Class I Shortfall payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. However, any payment from the Group 1 Certificates of a Class I Shortfall shall be treated for tax purposes as having been received by the beneficial owners of such Certificates in respect of their Interests in the Upper Tier REMIC I and as having been paid by such beneficial owners to the Supplemental Interest Trust pursuant to the notional principal contract. In addition, pursuant to the notional principal contracts written by the Class II-X all beneficial owners of the Group 2 Certificates shall be treated as having agreed to pay, on each Distribution Date, to the beneficial owners of the Class II-X Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the interest in the Upper-Tier REMIC II corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date. Any such payment shall be treated for tax purposes as having been received by the beneficial owners of such Group 2 Certificates in respect of their Interests in the applicable Upper-Tier REMIC and otherwise act as having been paid by such beneficial owners to the Pool 2 Basis Risk Reserve Fund pursuant to the notional principal contract. For tax purposes, the notional principal contract shall be deemed to have a value in favor of the Group 1 and Group 2 Certificates entitled to receive Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls of $38,000 with respect to the Group 1 Certificates (other than the Class I-AIO Certificates) as of the Closing Date and $11,000 with respect to the Group 2 Certificates (other than the Class II-AIO and Class II-A1 Certificates) as of the Closing Date. (m) [Reserved] (n) Notwithstanding the priority and sources of payments set forth in Article V hereof or otherwise, the Trustee shall account for all distributions on behalf the Certificates as set forth in this Section 10.01. In no event shall any payments of any Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls provided for in this Section 10.01 be treated as payments with respect to a “regular interest” in a REMIC in relation to any tax matter involving within the Trustmeaning of Code Section 860G(a)(1).

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. . For purposes of such designations, the interest rate of any regular interest that is computed by taking into account the weighted average of the Net Mortgage Rates of the Mortgage Loans shall be reduced by the amount of any expense paid by the Trust to the extent that (bi) such expense was not taken into account in computing the Net Mortgage Rate of any Mortgage Loan, (ii) such expense does not constitute an “unanticipated expense” of a REMIC within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii) and (iii) the amount of such expense was not taken into account in computing the interest rate of a more junior Class of regular interests. The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. (c. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. The Servicer Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Securities Administration Account. (d) , provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by this Agreement. The Trustee Securities Administrator shall prepare, the Trustee shall sign and the Securities Administrator shall file, all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Securities Administrator shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Trustee such information as is necessary for the Trustee to provide to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as agent for a REMIC under the Tax Matters PersonREMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Securities Administrator, the Master Servicer and the Holder of any Residual Certificate shall represent each knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel addressed to the Trustee (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as action with respect to any taxable year REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. No additional contributions of assets after the Startup Day shall be made to any REMIC, except as expressly provided in this Agreement. Neither the Securities Administrator nor the Master Servicer shall enter into settlement agreements with any government taxing agencyarrangement by which any REMIC will receive a fee or other compensation for services. On or before October 15 of each calendar year beginning in 2006, extend any statute of limitations relating the Securities Administrator shall deliver to the Trustee an Officer’s Certificate stating, without regard to any item actions taken by any party other than the Securities Administrator, the Securities Administrator’s compliance with provisions of any REMIC this Section 11.01. Notwithstanding the priority and otherwise act sources of payments set forth in Article VI hereof or otherwise, the Securities Administrator shall account for all distributions on behalf of any REMIC the Certificates as set forth in relation to any tax matter involving the Trustthis Section 11.01.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, and the Trustee shall sign and file, as instructed by the Securities Administrator, all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Upper-Tier REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from such REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the Net WAC; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to such REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in such REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. The . (f) To the extent within their control, the Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Securities Administrator, the Master Servicer nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) [Reserved]. (l) The Holder of a majority interest in the residual interest in any REMIC formed hereby shall act as “tax matters person” with respect to such REMIC and the Securities Administrator shall act as agent for the Tax Matters Personsuch holder in such role, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit unless and until another party is so designated by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustsuch holder.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement[Reserved]. (b) The Closing Date February 28, 2007 is hereby designated as the “Startup Day” of each REMIC within the meaning of section Section 860G(a)(9) of the Code. (c) The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, all (a) maintain (or cause to be maintained) the books of the REMICs’ Issuing Entity on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Certificateholder as may be required by the Code and applicable Treasury Regulations, including the REMIC Provisions, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and information returns file or cause to be prepared and filed such Tax Returns relating to the Issuing Entity as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall may be borne required by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation Code and applicable Treasury Regulations (including timely making elections to treat specified assets of the original issue discountIssuing Entity as one or more REMICs for federal income tax purposes and any other such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations), (d) collect or cause to be collected any required withholding tax with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto and (e) maintain records as required by the REMIC Provisions. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person Disqualified Organization or organization non-U.S. Person and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee or the Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Issuing Entity taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. (h) The Trustee, as agent for the Tax Matters Person, shall represent shall, for federal income tax purposes, maintain books and records with respect to each REMIC in any administrative or judicial proceedings relating to created hereunder on a calendar year and on an examination or audit by any governmental taxing authorityaccrual basis. (i) After the Closing Date, request an administrative adjustment as no additional contributions of assets shall be made to any taxable year REMIC created hereunder, except as expressly provided in this Agreement with respect to Qualified Replacement Mortgages. (j) Neither of the Trustee nor the Servicer shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and the Master REMIC. (l) The Trustee shall treat the Supplemental Interest Trust as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the Holders of the Class CA Certificates and that is not an asset of any REMIC. The Trustee shall treat the rights of the holders of the Class A and Mezzanine Certificates to receive any interest payments in excess of the REMIC Pass-Through Rate on the Master REMIC Regular Interest corresponding to such Class of Certificates as rights in an interest rate cap contract written by the Class CA Certificateholders in favor of the holders of the Class A and Mezzanine Certificates. Thus, enter into settlement agreements each Class A and Mezzanine Certificate shall be treated as representing not only ownership of a regular interest in the Master REMIC, but also ownership of an interest in an interest rate cap contract. Furthermore, the Trustee shall treat the obligation of the Holders of the Class A and Mezzanine Certificates to make certain payments to the Supplemental Interest Account to the extent that the payment on the Pass-Through Rate on the Master REMIC Regular Interest exceeds the interest payment on the corresponding Class of Certificates as an obligation to make payments pursuant to an interest rate cap contract written by the Holders of the Class A and Mezzanine Certificates in favor of the Class CA Certificateholder. In no event shall any payments provided for in this subsection be treated as payments with any government taxing agencyrespect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). The pledge of payments on the Class CB Certificates to the Supplemental Interest Trust will be treated as a limited guaranty written by the Holder of the Class CB Certificate for the benefit of the Holders of the Class CA Certificate. Such guaranty is expected to have nominal value. To the extent that the Class CB Interest Distributable Amount paid to the Supplemental Interest Trust as described in Section 10.01(n) is not paid in full to the Holders of the Class CB Certificates pursuant to Section 4.04(c)(v), extend any statute a right of limitations reimbursement will arise in favor of the Holders of the Class CB Certificates against the Holders of the Class CA Certificates. (m) Notwithstanding the priority and sources of payments set forth in Article IV hereof or otherwise, the Trustee shall account for all distributions on the Certificates as set forth in this section. (n) For federal income tax purposes, payments pursuant to Section 4.01(a)(i)(O) shall be treated as having been made to the extent of remaining Interest Remittance Amount (i) first, to the Holders of the Class CA Certificates, the Class CA Interest Distributable Amount and (ii) second, to the Holders of the Class CB Certificates, the Class CB Interest Distributable Amount. (o) For federal income tax purposes, payments of Excess Cashflow pursuant to Section 4.04(d)(i) will be treated as having been made (i) first, from Excess Cashflow relating to any item the Class CB Interest Distributable Amount and (ii) second, from Excess Cashflow relating to amounts otherwise distributable on the Class CA Certificates. (p) None of the Class M-6 DSI Certificates, Class M-7 DSI Certificates, Class M-8 DSI Certificates, Class M-9 DSI Certificates, Class M-10 DSI Certificates or the Class M-11 DSI Certificates will be treated as regular or residual interest in any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustcreated hereunder.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Master Servicer in fulfilling its duties hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, all of the REMICs’ ' federal and state tax and information returns as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “"tax matters person” " as defined in the REMIC Provisions (the “"Tax Matters Person”") with respect to the related each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee, the NIMS Insurer and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the NIMS Insurer and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the NIMS Insurer or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the State of California or any other state for state tax purposes by virtue of the location of the Master Servicer or any subservicer, the Master Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Class R Certificate fails to pay such taxes, if any, when imposed. (h) The Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2004, the Master Servicer shall deliver to the NIMS Insurer, the Trustee and each Rating Agency an Officers' Certificate stating the Master Servicer's compliance with the provisions of this Section 9.01.

REMIC Administration. (a) A REMIC elections as set forth in the Preliminary Statement Election shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on after the last day of the calendar year conditions described in which the Certificates Section 13.19(b) are issuedsatisfied. The Notes shall be designated as the regular interests in the REMIC and the Trust Certificates shall be the residual interest in each REMIC shall be as designated in the Preliminary StatementREMIC. (b) The Closing Date is hereby designated as Indenture Trustee shall represent the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Servicer Issuer shall pay any and all tax related expenses (not including taxes) of each the REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each the REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (dc) The Indenture Trustee shall prepare, sign and file, file all of the REMICs’ REMIC’s federal and appropriate state tax and information returns as the REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeIssuer. The In preparing such returns, the Indenture Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reportingits standard assumptions regarding calculations, including, including but not limited to, to accrual periods and the calculation timing of the original issue discountdistributions. (ed) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof Indenture Trustee shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform responsible on behalf of each the REMIC for all reporting and other tax compliance duties that are the responsibility of such the REMIC under the Code, the REMIC Provisions, Code or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. (e) The Indenture Trustee shall take any action or cause the REMIC to take any action necessary to maintain the status of the REMIC as a REMIC under the REMIC Provisions. Among its other dutiesThe Indenture Trustee shall not knowingly take any action, if required by cause the CodeREMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or other not taken, as the case may be, could result in an Adverse REMIC Event unless the Indenture Trustee has received an opinion of counsel to the effect that the contemplated action will not endanger such guidancestatus or result in the imposition of such a tax. (f) The Issuer shall pay or cause each holder of the Trust Certificates in the REMIC to pay when due any and all taxes imposed on the REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a holder of the Trust Certificates, the TrusteeIndenture Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holders of the Trust Certificates or, if no such amounts are available, out of other amounts held in the account holding the collections from the Mortgage Loans, and shall reduce amounts otherwise payable to holders of regular interests in the REMIC. (g) The books and records of the REMIC shall be maintained on a calendar year and on an accrual basis. (h) The holder of a majority interest of the Trust Certificates shall act as “tax matters person” with respect to the REMIC, and the Indenture Trustee shall act as agent for the Tax Matters Personsuch holder in such role, shall provide unless and until another party is so designated by such holder. (i) In performing the services with respect to the Treasury or other governmental authority Mortgage Loans in accordance with the terms of this Indenture, the Indenture Trustee shall follow such information procedures as is necessary for it would employ in its good faith business judgment and which are normal and customary in its administration of REMICs. The relationship of the application Indenture Trustee (and of any tax relating successor to the transfer of a Residual Certificate to any disqualified person or organization and (iiIndenture Trustee as administrator under this Indenture) to the Certificateholders such information or reports as are required Issuer under this Indenture is intended by the Code parties to be that of an independent contractor and not that of a joint venturer, partner or agent. For the avoidance of doubt, a REMIC Provisions. The Trustee, as agent for Election shall only be made if the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year conditions of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the TrustSection 13.19(b) have been satisfied.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, all of the REMICs’ ' federal and state tax and information returns as the direct representative of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “"tax matters person” " as defined in the REMIC Provisions (the “"Tax Matters Person”") with respect to the related each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. 120 (f) The Trustee, the Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee or the Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, all of the REMICs’ ' federal and state tax and information returns as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) The Trustee, the Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee, the NIMS Insurer and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the NIMS Insurer and the Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the NIMS Insurer or the Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the State of California or any other state for state tax purposes by virtue of the location of the Servicer or any subservicer, the Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Residual Certificate fails to pay such taxes, if any, when imposed. (h) The Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) Neither the Trustee nor the Servicer shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2007, the Servicer shall deliver to the NIMS Insurer, the Trustee and each Rating Agency an Officers' Certificate stating the Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete the Form 8811.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Master Servicer in fulfilling its duties hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, all of the REMICs’ ' federal and state tax and information returns as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “"tax matters person” " as defined in the REMIC Provisions (the “"Tax Matters Person”") with respect to the related each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee, the NIMS Insurer and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the NIMS Insurer and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the NIMS Insurer or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the State of California for state tax purposes by virtue of the location of the Master Servicer, the Master Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Class R Certificate fails to pay such taxes, if any, when imposed. (h) The Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2003, the Master Servicer shall deliver to the NIMS Insurer, the Trustee and each Rating Agency an Officers' Certificate stating the Master Servicer's compliance with the provisions of this Section 9.01.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, the Trustee shall sign and file, the Securities Administrator shall file all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Master REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from each REMIC other than the Master REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the weighted average of the Net Mortgage Rates; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to each REMIC other than the Master REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in each such REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. The . (f) To the extent within their control, the Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Securities Administrator, the Master Servicer, nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, (A) out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC or (B) to the extent that any such taxes are imposed on the REMIC as a result of the breach of any representation, warranty or covenant of the Master Servicer, the Securities Administrator or any Servicer, then the Master Servicer, the Securities Administrator, or that Servicer, as applicable, shall pay when due any and all such taxes. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) [reserved]. (l) The Class A-R Holder shall act as “tax matters person” with respect to each REMIC created hereunder and the Securities Administrator shall act as agent for the Tax Matters PersonClass A-R Holder in such roles, unless and until another party is so designated by the Class A-R Holder. (m) [reserved]. (n) [reserved]. (o) It is intended that the ES Trust be considered a “grantor trust” under the Code. Based upon such characterization, within a reasonable period of time after the end of each calendar year but not later than the latest date permitted by law, the Securities Administrator shall represent mail to each REMIC person who so requests in any administrative writing and who at anytime during such calendar year shall have been a Certificateholder the necessary information under applicable law for preparation of such Holder’s federal and state income tax returns unless substantially similar information has been previously provided to such Certificateholder. For federal income tax purposes, the grantor trust created hereunder shall have a calendar year taxable year. The Securities Administrator shall prepare or judicial proceedings relating cause to an examination be prepared and shall file or audit by any governmental taxing authoritycause to be filed with the Internal Revenue Service and applicable state or local tax authorities, request an administrative adjustment as to any income tax information returns for each taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating respect to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustgrantor trust.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary StatementStatement and Section 1.01. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Trustee shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trustee shall pay any and all tax tax-related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Trustee shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.19 and this Section. (d) The Trustee shall prepare, sign and file, file all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeTrustee shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code. (f) The Trustee and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the Certificateholders tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such information event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or reports as are required by result in the Code imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC Provisions. The to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, as agent for the Tax Matters Personin writing, shall represent each with respect to whether such action could cause an Adverse REMIC in any administrative or judicial proceedings relating Event to an examination or audit by any governmental taxing authority, request an administrative adjustment as occur with respect to any taxable year of any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) The Trustee shall not enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of arrangement by which any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustwill receive a fee or other compensation for services.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such 108 expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, the Trustee shall sign and file, the Securities Administrator shall file all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Master REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from each REMIC other than the Master REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the weighted average of the Net Mortgage Rates; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to each REMIC other than the Master REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in each such REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. The . (f) To the extent within their control, the Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Securities Administrator, the Master Servicer, nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is 109 not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, (A) out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC or (B) to the extent that any such taxes are imposed on the REMIC as a result of the breach of any representation, warranty or covenant of the Master Servicer, the Securities Administrator or any Servicer, then the Master Servicer, the Securities Administrator, or that Servicer, as applicable, shall pay when due any and all such taxes. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) [Reserved]. (l) The Class A-R Holder shall act as "tax matters person" with respect to each REMIC created hereunder and the Securities Administrator shall act as agent for the Tax Matters PersonClass A-R Holder in such roles, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit unless and until another party is so designated by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the TrustClass A-R Holder.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.86OG-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Trustee shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Certificate Account, provided, however, the Trustee shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee shall prepare, sign and file, file all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee shall be entitled to receive reasonable compensation from the Trust for the performance of its duties under this subsection (e); provided, however, that such compensation shall not exceed $5,000 per year. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as agent a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee, the Master Servicer and any NIMS Insurer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Master Servicer, any NIMS Insurer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Master Servicer or any NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Trustee shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Trustee nor the Master Servicer shall enter into any administrative arrangement by which any REMIC will receive a fee or judicial proceedings relating other compensation for services. (k) On or before September 15 of each calendar year beginning in 2003, the Trustee shall deliver to the NIMS Insurer an examination or audit Officer’s Certificate stating, without regard to any actions taken by any governmental taxing authorityparty other than the Trustee, request the Trustee’s compliance with provisions of this Section 10.01. (l) The Trustee shall treat the Basis Risk Reserve Fund as an administrative adjustment as to any taxable year outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the Holder of the Class X Certificate and that is not an asset of any REMIC. The Trustee shall treat the rights of the holders of the LIBOR Certificates to receive payments from any Basis Risk Reserve Fund in the event of a Basis Risk Shortfall as rights in an interest rate cap contract written by the Class X Certificateholder in favor of such Certificateholders. Thus, enter into settlement each Class A1, Class A2, Class M1, Class M2, Class M3 and Class B Certificate shall be treated as representing not only ownership of regular interests in REMIC 3, but also ownership of an interest in an interest rate cap contract. For federal tax return and information reporting, each such interest rate cap contract shall be assigned a value of zero. Notwithstanding the priority and sources of payments set forth in Article 5 hereof or otherwise, the Trustee shall account for all distributions with respect to a Class of Certificates in amounts that differ from those payable pursuant to the regular interest in REMIC 3 corresponding to such Class as amounts paid or received (as appropriate) pursuant to the interest rate cap agreements provided for in this Section. In no event shall any such amounts be treated as payments with any government taxing agency, extend any statute respect to a “regular interest” in a REMIC within the meaning of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the TrustCode Section 860G(a)(1).

REMIC Administration. (a) The Trustee shall make or cause to be made REMIC elections for each of REMIC 1 and REMIC 2 as set forth in the Preliminary Statement shall be made on Forms 1066 as prepared by the Trustee on Form 1066 Securities Administrator or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The Securities Administrator shall prepare such Forms 1066 and any other appropriate federal tax or information return and deliver them to the Trustee on a timely basis for the Trustee's execution. The Trustee shall execute and the Securities Administrator shall file such forms. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunder. The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection AccountTrust. (d) The Securities Administrator shall prepare or cause to be prepared, and cause the Trustee shall prepare, to sign and filethe Securities Administrator shall file or cause to be filed, all of the REMICs’ each REMIC's federal and state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall use Securities Administrator will apply for an Employer Identification Number from the Tax Prepayment Assumption Internal Revenue Service via a form SS-4 or any other acceptable method for purposes of computing any all REMICs and other tax reporting, including, but not limited to, entities and will also file a Form 8811 with respect to all such REMICs with the calculation of the original issue discountInternal Revenue Service. (e) The Holder of the Residual a Class R-1 Certificate at any time holding the largest Percentage Interest thereof shall be the “"tax matters person” " as defined in the REMIC Provisions (the “"Tax Matters Person”") with respect to REMIC 1, and the related REMIC Securities Administrator is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMICREMIC 1. The TrusteeHolder of the Class R-2 Certificate shall be the Tax Matters Person with respect to REMIC 2, and the Securities Administrator is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for REMIC 2. The Securities Administrator, as agent for the Tax Matters Person, shall perform perform, on behalf of each REMIC REMIC, all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Class R-1 or Class R-2 Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. . (f) The Trustee, the Securities Administrator, the Servicer, and the Holders of Certificates shall take any action or cause any REMIC formed under this Agreement to take any action necessary to create or maintain the status of such REMIC as agent for a REMIC under the Tax Matters PersonREMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Servicer, the Securities Administrator or the Holder of the Class R-1 or Class R-2 Certificate shall represent each take any action or cause any REMIC formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Securities Administrator, the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any administrative action with respect to any REMIC formed under this Agreement or judicial proceedings relating the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class R-1 or Class R-2 Certificate will consult with the Securities Administrator, the Trustee and the Servicer, or their respective designees, in writing, with respect to whether such action could cause an examination Adverse REMIC Event to occur with respect to REMIC 1 or audit by REMIC 2, as applicable, and no such Person shall take any governmental taxing authority, request an administrative adjustment such action or cause such REMIC to take any such action as to any taxable year of any REMICwhich the Securities Administrator, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any the Trustee or the Servicer has advised it in writing that an Adverse REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the TrustEvent could occur.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, all of the REMICs’ ' federal and state tax and information returns (including Form 8811) as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “"tax matters person” " as defined in the REMIC Provisions (the “"Tax Matters Person”") with respect to the related each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) The Trustee, the Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee or the Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the State of California for state tax purposes by virtue of the location of the Servicer, the Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Residual Certificate fails to pay such taxes, if any, when imposed. (h) The Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) Neither the Trustee nor the Servicer shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2003, the Servicer shall deliver to the Trustee and each Rating Agency an Officers' Certificate stating the Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete the Form 8811. (m) The parties to this Agreement have entered into this Agreement with the intention that, for federal, state and local income, single business and franchise tax purposes, the Grantor Trust Fund will qualify as a grantor trust for federal income tax purposes under subpart E, part I of subchapter J of the Code and not as an association taxable as a corporation or as a partnership. The parties hereto (in accordance with this Section 9.01), by entering into this Agreement, agree to treat the Grantor Trust Fund for federal, state and local income, single business and franchise tax purposes as a grantor trust for federal income tax purposes under subpart E, part I of subchapter J of the Code and not as an association taxable as a corporation or as a partnership.

REMIC Administration. (a) REMIC elections as As set forth in the Preliminary Statement shall be made by hereto, the Trustee shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC and the Upper Tier REMIC. The Trustee shall make such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each Lower Tier Interests, other than the Class LTR Interest, is hereby designated as a regular interest in the Lower Tier REMIC, and each Certificate, other than the Class R Certificate, is hereby designated as a regular interest in the Upper Tier REMIC. The regular interests and Class LTR Interest is hereby designated as the sole residual interest in each REMIC shall be the Lower Tier REMIC. The Class R Certificate evidences ownership of the Class LTR Interest and is also hereby designated as designated the sole residual interest in the Preliminary StatementUpper Tier REMIC. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. (c) The Servicer Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Certificate Account. (d) The Trustee shall prepare, sign and file, all of the REMICs’ each REMIC's federal and state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. . (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of such REMIC as agent a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to the REMIC or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain books and records with respect to each REMIC in any administrative or judicial proceedings relating on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) Neither the Trustee nor the Master Servicer shall enter into settlement agreements with any government taxing agency, extend arrangement by which any statute of limitations relating to any item REMIC will receive a fee or other compensation for services. (k) Upon the request of any REMIC and otherwise act on behalf Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of any REMIC in relation to any tax matter involving the Trustthis Section 10.01.

REMIC Administration. (a) Unless otherwise specified in the related Pooling and Servicing Agreement, an election will be made to treat the Assets and the Distribution Account underlying a Series as one or more REMICs under the Code. Each Holder of a Residual Certificate in each REMIC elections shall, in its Residual Transferee Agreement, designate the Servicer or an Affiliate of the Servicer, as its agent, to act as the Tax Matters Person for such REMIC. The Servicer agrees that it or one of its Affiliates will serve as such Tax Matters Person for each REMIC, and also will perform various tax administration functions for each REMIC, as its agent, as set forth in this Section 10.01. (a) The Trustee shall elect (on behalf of each REMIC to be created) to have the Preliminary Statement shall be made by the Trustee Trust (or designated assets thereof) treated as a REMIC on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each issued as well as on any corresponding state tax or information return necessary to have such assets treated as a REMIC shall be as designated in the Preliminary Statementunder relevant state law. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer shall pay any and all tax related expenses (not including taxes) of the Trust and each related REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only authorities or related to the extent that (i) such expenses are ordinary or routine expenses, including expenses adoption of a routine audit but not expenses plan of litigation complete liquidation. (except as described in (ii)); or (iic) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, prepare any necessary forms for election as well as all of the REMICs’ Trust's and each related REMIC's federal and state tax and information returns. The Trustee shall sign and file such returns as the direct representative on behalf of each REMIC created hereundersuch REMIC. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (ed) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Servicer shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such the Trust and the REMIC under the Code, the REMIC Provisions, Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authoritytax law. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidancethe Servicer, the Trustee, acting as agent for of the Tax Matters PersonREMIC, shall provide (i) to the Treasury or to other governmental authority authorities such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person Disqualified Organization. (e) The Company, the Servicer, the Trustee (to the extent the Trustee has been instructed by the Company or organization the Servicer), and the Holders of Residual Certificates shall take any action or cause each related REMIC to take any action necessary to create or maintain the status of each such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. (iif) The Company, the Servicer, the Trustee (to the extent the Trustee has been instructed by the Company or the Servicer), and the Holders of the Residual Certificates shall not take any action or fail to take any action, or cause each related REMIC to take any action or fail to take any action that, if taken or not taken, could endanger the status of each such REMIC as a REMIC unless the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take or to omit to take such action) to the Certificateholders effect that the contemplated action or failure to act will not endanger such information status. (g) Any taxes that are imposed upon the Trust or reports any related REMIC by federal or state (including local) governmental authorities (other than taxes paid by a party pursuant to Section 10.02 hereof or as provided in the following sentence) shall be allocated to the Certificates (including, for this purpose, the regular interests in any Pooling REMIC) in the same manner as Writedown Amounts are required so allocated; provided, however, that if the related Pooling and Servicing Agreement does not provide for the allocation of Writedown Amounts, such taxes shall be payable out of the Available Distribution Amount before any distributions are made on the related Certificates on the related Distribution Date. Any state or local taxes imposed upon the Trust, any related REMIC or any related Certificateholder that would not have been imposed on the Trust, such REMIC or such Certificateholder in the absence of any legal or business connection between the Trustee and the state or locality imposing such taxes (including any federal, state or local taxes imposed on such Trust, such REMIC or such Certificateholder as a result of such Trust, such REMIC or such Certificateholder being deemed to have received income as a result of the Trustee's payment of state or local taxes) shall be paid by the Code or REMIC Provisions. The Trustee, and, notwithstanding anything to the contrary in these Standard Terms, such taxes shall be deemed to be part of the Trustee's cost of doing business and shall not be reimbursable to the Trustee. (h) If the Servicer (or an Affiliate thereof) is unable for any reason to fulfill its duties as agent for the Tax Matters Person, then the holder of the largest Percentage Interest of the Residual Certificates, without compensation, shall represent become the successor Tax Matters Person for each REMIC related REMIC; provided, however, that in any administrative or judicial proceedings relating no event shall the Trustee be required to an examination or audit by any governmental taxing authority, request an administrative adjustment act as to any taxable year Tax Matters Person (regardless of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving whether the TrustTrustee is acting as successor Servicer).

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement to this Agreement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary StatementStatement to this Agreement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.86OG-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, and the Trustee shall sign and file, as instructed by the Securities Administrator, all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC created hereunder other than the Upper-Tier REMIC (each such REMIC, a "Non-Upper-Tier REMIC"): (i) treat the accrual period for interests in such Non-Upper-Tier REMIC as the calendar month; (ii) account for distributions made from such Non-Upper-Tier REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the Net WAC; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to such Non-Upper-Tier REMIC in the manner 125547 Sequoia 2004-11 Pooling and Servicing Agmt. 100 resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in such Non-Upper-Tier REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Trustee such information as is necessary for the Trustee to provide to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. . (f) The Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Securities Administrator, the Master Servicer nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. 125547 Sequoia 2004-11 Pooling and Servicing Agmt. 101 (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) The Trustee and the Securities Administrator shall treat the Reserve Fund as an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Interest-Only Certificates and that is not an asset of any REMIC. The Trustee and the Securities Administrator shall treat the rights of the Holders of the LIBOR Certificates to receive distributions from the Reserve Fund to cover Net WAC Shortfalls as payments under a cap contract written by the Holders of the Class X-A1, Class X-A2 and Class X-B Certificates in favor of the Holders of the LIBOR Certificates. Thus, each Class A-1, Class A-2, Class A-3, Class B-1 and Class B-2 Certificate shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (l) The Holder of the Class LT-R Certificate shall act as "tax matters person" with respect to the Lower-Tier REMIC and shall act as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating Holder of the Class A-R Certificate as "tax matters person" with respect to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any the Middle-Tier REMIC and otherwise the Upper-Tier REMIC and the Securities Administrator shall act on behalf as agent for the Holder of any REMIC the Class LT-R Certificate in relation to any tax matter involving such roles, unless and until another party is so designated by the TrustHolder of the Class LT-R Certificate.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer shall pay any and all tax tax-related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, all of the REMICs’ ' federal and state tax and information returns (including Form 8811) as the direct representative of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “"tax matters person” " as defined in the REMIC Provisions (the “"Tax Matters Person”") with respect to the related each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. 140 (f) The Trustee, the Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee or the Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the State of California for state tax purposes by virtue of the location of the Servicer, the Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Residual Certificate fails to pay such taxes, if any, when imposed. (h) The Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) Neither the Trustee nor the Servicer shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. 141 (k) On or before April 15th of each calendar year beginning in 2004, the Servicer shall deliver to the Trustee and each Rating Agency an Officers' Certificate stating the Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete Form 8811.

REMIC Administration. (a) The Trustee shall make or cause to be made REMIC elections for each of REMIC 1 and REMIC 2 as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunder. The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection AccountTrust. (d) The Trustee shall prepareprepare or cause to be prepared, sign and filefile or cause to be filed, all of the REMICs’ each REMIC's federal and state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “"tax matters person” " as defined in the REMIC Provisions (the “"Tax Matters Person”") with respect to each REMIC, and the related REMIC Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform perform, on behalf of each REMIC REMIC, all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual the Class R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. . (f) The Trustee, the Servicer, and the Holders of Certificates shall take any action or cause any REMIC formed under this Agreement to take any action necessary to create or maintain the status of such REMIC as agent a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Servicer or the Holder of the Class R Certificate shall take any action or cause any REMIC formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger or cause the loss of the status of such REMIC as a REMIC or (ii) result in the imposition of any tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee, the NIMS Insurer and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC formed under this Agreement or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class R Certificate will consult with the Trustee, the NIMS Insurer and the Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee, the NIMS Insurer or the Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) The Holder of the Class R Certificate shall pay when due any and all taxes imposed on any REMIC formed under this Agreement by federal or state governmental authorities, but only from amounts, if any, distributable thereon. To the extent that such REMIC taxes are not paid by the Class R Certificateholder, the Trustee shall pay any remaining REMIC taxes out of future amounts otherwise distributable to the Holder of the Class R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of the REMIC Regular Interests or the Certificates, as the case may be. (h) The Trustee, shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain or cause to be maintained books and records with respect to each REMIC in any administrative or judicial proceedings relating formed under this Agreement on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, except as expressly provided in this Agreement with respect to Eligible Substitute Mortgage Loans. (j) Neither the Trustee nor the Servicer shall enter into settlement agreements any arrangement by which any REMIC will receive a fee or other compensation for services. (k) The Trustee shall treat (i) the rights of the Offered Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class CE Certificateholders in favor of the Holders of the Offered Certificates and (ii) the rights of the Class CE Certificates under the Class A-2 Yield Maintenance Agreement and Class M Yield Maintenance Agreement in accordance with the respective terms thereof and shall assign such rights for federal tax return and information reporting a value of zero. The Trustee shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder. The provisions of this paragraph are intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Offered Certificates receive interest in excess of their Certificate Interest Rate, such interest will be treated as distributed to the Class CE Certificates, together with any government taxing agencyamounts deposited in the Class A-2 Reserve Account in respect of the Class A-2 Yield Maintenance Agreement and the Class M Reserve Account in respect of the Class M Yield Maintenance Agreement, extend any statute and then paid to the respective Classes of limitations relating Offered Certificates pursuant to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustrelated interest rate cap agreement.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement to this Agreement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary StatementStatement to this Agreement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.86OG-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, and the Trustee shall sign and file, as instructed by the Securities Administrator, all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC created hereunder other than the Upper-Tier REMIC (each such REMIC, a "Non-Upper-Tier REMIC"): (i) treat the accrual period for interests in such Non-Upper-Tier REMIC as the calendar month; (ii) account for distributions made from such Non-Upper-Tier REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the Net WAC; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to such Non-Upper-Tier REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in such Non-Upper-Tier REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Trustee such information as is necessary for the Trustee to provide to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. . (f) The Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Securities Administrator, the Master Servicer nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to 103 take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) The Trustee and the Securities Administrator shall treat the Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Interest-Only Certificates and that is not an asset of any REMIC. The Trustee and the Securities Administrator shall treat the rights of the Holders of the LIBOR Certificates to receive distributions from the Reserve Fund to cover Net WAC Shortfalls as payments under a cap contract written by the Holders of the Class X-A and Class X-B Certificates in favor of the Holders of the LIBOR Certificates. Thus, each Class A-1A, Class X-0X, Xxxxx X-0, Class A-3A, Class X-0X, Xxxxx X-0, Class B-1 and Class B-2 Certificate shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (l) The Holder of the Class LT-R Certificate shall act as "tax matters person" with respect to the Lower-Tier REMIC and shall act as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating Holder of the Class A-R Certificate as "tax matters person" with respect to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any the Middle-Tier REMIC and otherwise the Upper-Tier REMIC and the Securities Administrator shall act on behalf as agent for the Holder of any REMIC the Class LT-R Certificate in relation to any tax matter involving such roles, unless and until another party is so designated by the Trust.Holder of the Class LT-R Certificate. 104

REMIC Administration. (a) REMIC elections as As set forth in the Preliminary Statement shall be made by to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMICREMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its respective duties hereunder. The Servicer shall be entitled to reimbursement of expenses to hereunder (including the extent provided in clause (i) above from the Collection AccountTrustee’s duties as tax return preparer). (d) The Trustee shall prepare, sign prepare and file, and the Trustee shall sign all of the REMICs’ federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns Tax Returns shall be borne by the Trustee. The Notwithstanding the foregoing, the Trustee shall use have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the Tax Prepayment Assumption for purposes of computing any event that partnership tax reporting, including, but not limited toinformation or returns are required by the Internal Revenue Service, the calculation of the original issue discountSeller, at its own cost and expense, will prepare and file all necessary returns. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions, Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, Provisions or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) The Trustee, shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat the Basis Risk Reserve Fund as agent for an outside reserve fund within the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Class X-1 and Class X-2 Certificates as their interest may appear and that is not an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year asset of any REMIC. The Trustee shall treat the rights of the Holders of the LIBOR Certificates to receive distributions from the Basis Risk Reserve Fund to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X-1 and Class X-2 Certificates in favor of the Holders of the Class X-2 Certificates. Thus, enter into settlement agreements the Class 1-A, Class 2-A1A, Class 2-A1B, Class 2-A1C, Class 2-A2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract and the entitlements to receive payments from the Basis Risk Reserve Fund. On any Distribution Date on which the amount distributable with respect to the X-1-IO-1 or X-1-I)-2 Component exceeds the amount payable at the rate described in footnote (2) in the Preliminary Statement under the caption “The Certificates,” such excess shall be deemed to have been distributed in respect of the Class X-2 Certificates, deposited in the Basis Risk Reserve Fund, and distributed from the Basis Risk Reserve Fund in respect of those Components. Similarly, if the amount added to the Component Principal Balance on any government Distribution Date in respect of the PO-1A or PO-1B Components exceeds the amount accrued as described in footnote (4) in the Preliminary Statement under the caption “The Certificates,” when such excess is paid, it shall be treated as having been distributed in respect of the Class PO-2 Certificates, deposited in the Basis Risk Reserve Fund, and distributed from the Basis Risk Reserve Fund in respect of those Components. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustauthority.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, all of the REMICs’ federal and state tax and information returns as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) The Trustee, the Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee or the Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. (h) The Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to Eligible Substitute Mortgage Loans. (j) Neither the Trustee nor the Servicer shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15th of each calendar year beginning in 2006, the Servicer shall deliver to the Trustee and each Rating Agency an Officers’ Certificate stating the Servicer’s compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete the Form 8811. (m) For federal income tax purposes, in the event that the beneficial ownership of the Class N Certificates and the Class X Certificates is held by separate persons for tax purposes, the Trustee shall treat the Class N Certificates as debt of the Class X Certificateholders for federal income tax purposes and shall not treat such Class of Certificates as an interest in any REMIC created hereunder. In the event that the beneficial ownership of the Class N Certificates and the Class X Certificates is held by the same person, the Trustee shall treat the Class N Certificates as not having been issued for federal income tax purposes so that the entire economic entitlement of the Class N Certificates and Class X Certificates (excluding the Class X Certificates right to receive amounts from the Net WAC Rate Carryover Reserve Account) will represent a “regular interest” in REMIC 9.

REMIC Administration. (a) REMIC elections as As set forth in the Preliminary Statement shall be made by hereto, the Trustee shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC and the Upper Tier REMIC. The Trustee shall make such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each Lower Tier Interest, other than the Class LTR Interest is hereby designated as a regular interest in the Lower Tier REMIC to which such Lower Tier Interest relates, and each Certificate, other than the Class R Certificate, is hereby designated as a regular interest in the Upper Tier REMIC. The regular interests and Class LTR Interest is hereby designated as the sole residual interest in each REMIC shall be the Lower Tier REMIC. The Class R Certificate evidences ownership of the Class LTR Interest and is also hereby designated as designated the sole residual interest in the Preliminary StatementUpper Tier REMIC. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. For purposes of Treasury Regulation 1.860G-1(a)(4), the "Latest Possible Maturity Date" is the Distribution Date occurring in November 2033. (c) The Servicer Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Certificate Account. (d) The Trustee shall prepare, sign and file, all of the REMICs’ each REMIC's federal and state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. . (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of such REMIC as agent a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to the REMIC or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain books and records with respect to each REMIC in any administrative or judicial proceedings relating on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) Neither the Trustee nor the Master Servicer shall enter into settlement agreements with any government taxing agency, extend arrangement by which any statute of limitations relating to any item REMIC will receive a fee or other compensation for services. (k) Upon the request of any REMIC and otherwise act on behalf Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of any REMIC in relation to any tax matter involving the Trustthis Section 10.01.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, the Trustee shall sign and file, the Securities Administrator shall file all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Master REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from each REMIC other than the Master REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the weighted average of the Net Mortgage Rates; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to each REMIC other than the Master REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in each such REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. The . (f) To the extent within their control, the Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Securities Administrator, the Master Servicer, nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, (A) out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC or (B) to the extent that any such taxes are imposed on the REMIC as a result of the breach of any representation, warranty or covenant of the Master Servicer, the Securities Administrator or any Servicer, then the Master Servicer, the Securities Administrator, or that Servicer, as applicable, shall pay when due any and all such taxes. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) [Reserved]. (l) The Class A-R Holder shall act as "tax matters person" with respect to each REMIC created hereunder and the Securities Administrator shall act as agent for the Tax Matters PersonClass A-R Holder in such roles, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit unless and until another party is so designated by any governmental taxing authoritythe Class A-R Holder. (m) The Securities Administrator, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any the Trustee, shall treat the rights of the holders of the Certificates to receive Basis Risk Carry Forward Amounts from amounts on deposit in the Basis Risk Carry Forward Reserve Fund as rights in an interest rate cap contract written by the Holders of the Class OC Certificates in favor of the Holders of the Certificates (other than the Class OC and Class A-R Certificates). Thus, the Certificates (other than the Class OC and Class A-R Certificates) shall be treated as representing ownership of not only a Master REMIC regular interest, but also ownership of an interest in relation to any tax matter involving an interest rate cap contract. For purposes of determining the issue price of the Master REMIC regular interest, the Securities Administrator, on behalf of the Trustee, shall assume that this interest rate cap contract has a value of $5,000. (n) The Securities Administrator, on behalf of the Trustee, shall treat the Class 1-A-1 Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h) which is owned by the Class 1-A-1 Certificates, and that is an asset of the Supplemental Interest Trust. The Class 1-A-1 Certificates shall be treated as representing ownership of a Master REMIC regular interest and a position an interest rate cap contract (the Corridor Contract). The Securities Administrator, on behalf of the Trustee, shall assume that the position of the Class 1-A-1 Certificates in such interest rate cap contract has a value of $277,000. (o) [Reserved].

REMIC Administration. (a) REMIC elections as As set forth in the Preliminary Statement shall be made by hereto, the Trustee shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC and the Upper Tier REMIC. The Trustee shall make such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each of the Lower Tier Interests, other than the Class LT-R Interest is hereby designated as a regular interest in the Lower Tier REMIC to which such Lower Tier Interest relates, and each Certificate, other than the Class R Certificate, is hereby designated as a regular interest in the Upper Tier REMIC. The regular interests and Class LT-R Interest is hereby designated as the sole residual interest in each REMIC shall be the Lower Tier REMIC. The Class R Certificate evidences ownership of the Class LT-R Interest and is also hereby designated as designated the sole residual interest in the Preliminary StatementUpper Tier REMIC. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4), the "Latest Possible Maturity Date". (c) The Servicer Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of the expenses to the extent provided in clause (i) above from the Collection Certificate Account. (d) The Trustee shall prepare, sign and file, all of the REMICs’ each REMIC's federal and state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee shall use will upon request provide to the Tax Prepayment Assumption for purposes of computing any tax reportingInternal Revenue Service, including, but not limited to, and to the calculation persons specified in Sections 860E(e)(3) and (6) of the original issue discountCode, such information as required in Section 860D(a)(6)(B) of the code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. . (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of such REMIC as agent a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to the REMIC or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that 116 such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain books and records with respect to each REMIC in any administrative or judicial proceedings relating on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans. (j) Neither the Trustee nor the Master Servicer shall enter into settlement agreements with any government taxing agency, extend arrangement by which any statute of limitations relating to any item REMIC will receive a fee or other compensation for services. (k) Upon the request of any REMIC and otherwise act on behalf Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of any REMIC in relation to any tax matter involving the Trustthis Section 10.01.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, and the Trustee shall sign and file, as instructed by the Securities Administrator, all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each Lower-Tier REMIC: (i) treat the accrual period for interests in the Lower-Tier REMIC as the calendar month; (ii) account for distributions made from the Lower-Tier REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the Net WAC; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to the Lower-Tier REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined residual interest in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each Lower-Tier REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust.

REMIC Administration. (a) The Trustee shall make or cause to be made REMIC elections for each of REMIC 1 and REMIC 2 as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunder. The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection AccountTrust. (d) The Trustee shall prepareprepare or cause to be prepared, sign and filefile or cause to be filed, all of the REMICs’ each REMIC's federal and state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “"tax matters person” " as defined in the REMIC Provisions (the “"Tax Matters Person”") with respect to each REMIC, and the related REMIC Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform perform, on behalf of each REMIC REMIC, all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual the Class R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. . (f) The Trustee, the Servicer, and the Holders of Certificates shall take any action or cause any REMIC formed under this Agreement to take any action necessary to create or maintain the status of such REMIC as agent a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Servicer or the Holder of the Class R Certificate shall take any action or cause any REMIC formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger or cause the loss of the status of such REMIC as a REMIC or (ii) result in the imposition of any tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee, the NIMS Insurer and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC formed under this Agreement or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class R Certificate will consult with the Trustee, the NIMS Insurer and the Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee, the NIMS Insurer or the Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) The Holder of the Class R Certificate shall pay when due any and all taxes imposed on any REMIC formed under this Agreement by federal or state governmental authorities, but only from amounts, if any, distributable thereon. To the extent that such REMIC taxes are not paid by the Class R Certificateholder, the Trustee shall pay any remaining REMIC taxes out of future amounts otherwise distributable to the Holder of the Class R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of the REMIC Regular Interests or the Certificates, as the case may be. (h) The Trustee, shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain or cause to be maintained books and records with respect to each REMIC in any administrative or judicial proceedings relating formed under this Agreement on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, except as expressly provided in this Agreement with respect to Eligible Substitute Mortgage Loans. (j) Neither the Trustee nor the Servicer shall enter into settlement agreements any arrangement by which any REMIC will receive a fee or other compensation for services. (k) The Trustee shall treat (i) the rights of the Class A and Class M Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class CE Certificateholders in favor of the Holders of the Class A and Class M Certificates and (ii) the rights of the Class CE Certificates under the Class A Yield Maintenance Agreement, Class M-1, Class M-2 and Class M-3 Yield Maintenance Agreement and Class M-4, Class M-5, Class M-6 and Class M-7A Yield Maintenance Agreement ix xxxxxxxxxx xith the respective terms thereof and shall assign such rights for federal tax return and information reporting a value of zero. The Trustee shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder. The provisions of this paragraph are intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Class A and Class M Certificates receive interest in excess of their Certificate Interest Rate, such interest will be treated as distributed to the Class CE Certificates, together with any government taxing agencyamounts deposited in the Class A Reserve Account in respect of the Class A Yield Maintenance Agreement, extend any statute the Class M-1, Class M-2 and Class M-3 Reserve Account in respect of limitations relating the Class M-1, Class M-2 and Class M-3 Yield Maintenance Agreement and the Class M-4, Class M-5, Class M-6 and Class M-7A Reserve Account in respect of the Class M-4, Class M-5, Class M-6 and Class M-7A Yield Maintenance Agreement, xxx xxxx xxxx to any item of any REMIC the respective Class A and otherwise act on behalf of any REMIC in relation Class M Certificates pursuant to any tax matter involving the Trustrelated interest rate cap agreement.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Trustee shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Trustee shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by this Section 9.01. (d) The Trustee shall prepare, sign and file, file all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The In preparing such returns, the Trustee shall shall, with respect to each REMIC other than the Master REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from each REMIC other than the Master REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the weighted average of the Net Mortgage Rates; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to each REMIC other than the Master REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in each such REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeTrustee shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. (f) To the extent within their control, the Trustee and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. The Neither the Trustee nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Certificate Insurer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, (A) out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC or (B) to the extent that any such taxes are imposed on the REMIC as a result of the breach of any representation, warranty or covenant of the Trustee, then the Trustee shall pay when due any and all such taxes. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) The Trustee shall not enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) The Class R Holder shall act as “tax matters person” with respect to each REMIC created hereunder and the Trustee shall act as agent for the Tax Matters PersonClass R Holder in such roles, unless and until another party is so designated by the Class R Holder. (l) The Trustee shall represent treat the rights of the LIBOR Certificateholders to receive Basis Risk Carryforward Amounts as rights in an interest rate cap contract written by the Class OC Certificateholder in favor of such Certificateholders. Thus, each REMIC LIBOR Certificateholder shall be treated as representing not only ownership of regular interests in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any a REMIC, enter into settlement agreements with any government taxing agency, extend any statute but also ownership of limitations relating an interest in an interest rate cap contract. For tax purposes the interest rate cap contract will be deemed to any item have a value of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust$10,000.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, the Trustee shall sign and file, the Securities Administrator shall file all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Master REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from each REMIC other than the Master REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the 157 weighted average of the Net Mortgage Rates; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to each REMIC other than the Master REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in each such REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. The . (f) To the extent within their control, the Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Securities Administrator, the Master Servicer, nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, (A) out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders 158 of regular interests in any such REMIC or (B) to the extent that any such taxes are imposed on the REMIC as a result of the breach of any representation, warranty or covenant of the Master Servicer, the Securities Administrator or any Servicer, then the Master Servicer, the Securities Administrator, or that Servicer, as applicable, shall pay when due any and all such taxes. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) [Reserved]. (l) The Class A-R Holder shall act as "tax matters person" with respect to each REMIC created hereunder and the Securities Administrator shall act as agent for the Tax Matters PersonClass A-R Holder in such roles, unless and until another party is so designated by the Class A-R Holder. (m) The Securities Administrator, on behalf of the Trustee, shall represent each treat the rights of the holders of the Group 5 Certificates to receive Basis Risk Carry Forward Amounts from amounts on deposit in the Group 5 Reserve Fund as rights in an interest rate cap contract written by the Holders of the Class OC Certificates in favor of the Holders of the Group 5 Certificates. Thus, the Group 5 Certificates shall be treated as representing ownership of not only a Master REMIC regular interest, but also ownership of an interest in any administrative or judicial proceedings relating to an examination or audit interest rate cap contract. For purposes of determining the issue price of the Master REMIC regular interest, the Securities Administrator, on behalf of the Trustee, shall assume that this interest rate cap contract has a value of $5,000. (n) The Trustee shall treat the Class 4-A-1 Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h) which is owned by any governmental taxing authoritythe Class 4-A-1 Certificates, request and that is not an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item asset of any REMIC created hereunder. The Class 4-A-1 Certificates shall be treated as representing ownership of a Master REMIC regular interest and otherwise act on behalf a position in an interest rate cap contract (the Class 4-A-1 Corridor Contract). The Trustee shall assume that the position of any the Class 4-A-1 Certificates in such interest rate cap contract has a value of $104,000. (o) The Trustee shall treat the Class 4-A-2 Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h) which is owned by the Class 4-A-2 Certificates, and that is an asset of the Supplemental Interest Trust. The Class 4-A-2 Certificates shall be treated as representing ownership of a Master REMIC regular interest and a position in relation to any tax matter involving two interest rate cap contracts (the TrustFirst Class 4-A-2 Corridor Contract and Second Class 4-A-2 Corridor Contract). The Trustee shall assume that the position of the Class 4-A-2 Certificates in such interest rate cap contracts have values of $222,000 and $69,000, respectively.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary StatementStatement and Section 1.01. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Trustee shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Trustee shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.19 and this Section. (d) The Trustee shall prepare, sign and file, file all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeTrustee shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code. (f) The Trustee and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the Certificateholders tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such information event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or reports result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) The Trustee shall not enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (i) The Trustee shall treat the Class A Certificates as representing ownership, through a grantor trust, of the Upper Tier REMIC Class A Interest. The Trustee shall treat the rights of the Holders of the Class A Certificates to receive distributions attributable to accruals of interest at rates in excess of the Adjusted Net WAC, including all payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, as interests in interest rate cap contracts written by the Holders of each of the Class X-A-1 and Class X-A-2 Certificates (as holders of interests in the Upper Tier REMIC Class X-A-1 Interest and the Upper Tier REMIC Class X-A-2 Interest, respectively) in favor of the Holders of the Class A Certificates. Thus, each Class A Certificate shall be treated as representing not only ownership of a regular interest in the Upper Tier REMIC, but also ownership, through a grantor trust, of an interest in (I) an interest rate cap contract written by the holders of the Class X-A-1 Certificates (as holders of interests in the Upper Tier REMIC Class X-A-1 Interest) and (II) an interest rate cap contract written by the holders of the Class X-A-2 Certificates (as holders of interests in the Upper Tier REMIC Class X-A-2 Interest). Amounts otherwise payable with respect to the Upper Tier REMIC Class X-A-2 Interest will be treated as used to make payments in respect of the interest rate cap contracts written in favor of the holders of the Class A Certificates before amounts payable with respect to the Upper Tier REMIC Class X-A-1 Interest are so treated. (ii) The Trustee shall treat the Class X-A-1 Certificates as representing, through a grantor trust, the Upper Tier REMIC Class X-A-1 Interest. (iii) The Trustee shall treat the Class X-A-2 Certificates as representing, through a grantor trust, the Upper Tier REMIC Class X-A-2 Interest. (iv) The Trustee will treat all amounts distributed in respect of the Class X-A-1 Certificates under the provisos of Section 5.02(a)(i) or 5.02(b) from amounts otherwise distributable to the Class X-A-2 Certificates as amounts paid under an interest rate cap agreement written by the holders of the Class X-A-2 Certificates in favor of the holders of the Class X-A-1 Certificates. (v) The Trustee shall treat each of the Class B-1, B-2 and Class B-3 Certificates as representing ownership, through xxxxxxx trusts, of the Upper Tier REMIC Class B-1 Interest, Upper Tier REMIC Class B-2 Interest and Upper Tier REMIC Class B-3 Interest, respectively. The Trustee shall treat the rights of the Holders of the Class B-1, Class B-2 and Class B-3 Certificates to receive payments in respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls as interests in cap contracts written by the Holders of the Class X-B Certificate in favor of the Holders of the Class B-1, Class B-2 and Class B-3 Certificates. (vi) For purposes of determining the issue prices of the REMIC regular interests or portions thereof represented by the Certificates, the interest rate cap contracts (vii) Each Holder or beneficial owner of a Class A, Class X-A-1, Class X-A-2, Class X-B, Class B-1, Class B-2 or Class B-3 Certificate agrees, by its acceptance of such Certificate or a beneficial interest therein, to treat, for tax purposes, such Certificate in a manner consistent with the treatment described in this Section 10.01(k). (viii) For federal income tax purposes, the Trustee shall treat distributions from the Trust Fund as occurring as required by the Code or terms of the Upper-Tier REMIC Provisions. Interests, with any difference between such and actual distributions being treated as resulting from payments in respect of the interest rate cap agreements described in this Section 10.01(k). (l) The TrusteeClass A-R Holder shall act as "tax matters person" with respect to each REMIC and irrevocably appoints the Trustee to act as its agent in such roles. (m) Neither the Trustee nor the Depositor, as agent for assignees under the Tax Matters PersonServicing Agreement, shall represent each REMIC in provide any administrative consent pursuant to the Servicing Agreement or judicial proceedings relating to an examination knowingly take any action under such Servicing Agreement that would conflict with or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year violate the provisions of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust.this Article X.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Trustee shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Certificate Account, provided, however, the Trustee shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee shall prepare, sign and file, file all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent Trustee shall be entitled to receive reasonable compensation from the Trust for the Tax Matters Personperformance of its duties under this subsection (e); provided, however, that such compensation shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustnot exceed $5,000 per year.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.86OG-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Trustee shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Certificate Account; provided, however, the Trustee shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee shall prepare, sign the Trustee shall sign, and the Trustee will file, all of the REMICs’ each REMIC’s federal and applicable state tax and information returns as such REMIC’s direct representative. As used herein, applicable state tax and information returns shall mean returns as may be required by the direct representative each REMIC created hereunderlaws of any state the applicability of which to the Trust Fund shall have been confirmed to the Trustee in writing either by the delivery to the Trustee of an Opinion of Counsel to such effect, or by delivery to the Trustee of a written notification to such effect by the taxing authority of such state. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee shall be entitled to receive reasonable compensation from the Trust Fund for the performance of its duties under this subsection (e); provided, however, that such compensation shall not exceed $5,000 per year. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action, within their respective control and scope of their duties, or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as agent a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall knowingly take any action, within their respective control, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action, within their respective control and scope of their duties, that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Trustee shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Trustee nor the Master Servicer shall enter into any administrative arrangement by which any REMIC will receive a fee or judicial proceedings relating other compensation for services. (k) Upon the request of any Rating Agency, the Trustee shall deliver an Officer’s Certificate stating, without regard to an examination or audit any actions taken by any governmental taxing authorityparty other than the Trustee, request the Trustee’s compliance with provisions of this Section 10.01. (l) The Trustee shall treat the Reserve Fund as an administrative adjustment as to any taxable year outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that is owned by the Holder of the Class X Certificate and that is not an asset of any REMIC. The Trustee shall treat the rights of the Certificateholders (other than the Holders of the Class 2-AIO, enter into settlement agreements Class X, Class CX, Class R and Class P Certificates) to receive Net Funds Cap Shortfalls and any applicable Unpaid Net Fund Cap Shortfalls Payments as rights in an interest rate cap contract written by the Class X Certificateholder in favor of such Certificateholders. Thus, each Certificateholder (other than the Holders of the Class 2-AIO, Class X, Class CX, Class R and Class P Certificates) shall be treated as representing not only ownership of regular interests in the Upper Tier REMIC, but also ownership of an interest in an interest rate cap contract. For tax purposes the interest rate cap contract will be deemed to have a value of $52.000. (m) [Reserved] (n) Notwithstanding the priority and sources of payments set forth in Article 5 hereof or otherwise, the Trustee shall account for all distributions with respect to a Class of Certificates in amounts that differ from those payable pursuant to the regular interest in the Upper Tier REMIC corresponding to such Class as amounts paid or received (as appropriate) pursuant to the interest rate cap contracts provided for in this Section. In no event shall any government taxing agency, extend any statute such amounts be treated as payments with respect to a “regular interest” in a REMIC within the meaning of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the TrustCode Section 860G(a)(1).

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. (c) The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Master Servicer in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee Master Servicer shall prepare, and the Trustee shall sign and file, all of the REMICs’ each REMIC's federal and state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discountMaster Servicer. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Master Servicer or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Master Servicer shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. . (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as agent for a REMIC under the Tax Matters PersonREMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall represent each take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in the imposition of a tax upon any administrative REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or judicial proceedings relating result in the imposition of such a tax. In addition, prior to an examination or audit by taking any governmental taxing authority, request an administrative adjustment as action with respect to any taxable year REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) Neither the Trustee nor the Master Servicer shall enter into settlement agreements with any government taxing agencyarrangement by which any REMIC will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2000, extend any statute of limitations relating the Master Servicer shall deliver to the Trustee and each Rating Agency an Officer's Certificate stating, without regard to any item actions taken by any party other than the Master Servicer, the Master Servicer's compliance with the provisions of this Section 10.01. (l) The Trustee shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the Holder of the Class X Certificate and that is not an asset of the REMIC. The Trustee shall treat the rights of the Class A1, Class A2, Class A3, Class M1, Class M2, Class M3 and Class B Certificateholders to receive payments from any Basis Risk Reserve Fund in the event of a Basis Risk Shortfall as rights in an interest rate cap contract written by the Class X Certificateholder in favor of the Class A1, Class A2, Class A3, Class M1, Class M2, Class M3 and Class B Certificateholders. Thus, each Class A1, Class A2, Class A3, Class IO, Class M1, Class M2, Class M3 and Class B Certificate shall be treated as representing not only ownership of regular interests in REMIC and otherwise act on behalf 4, but also ownership of any an interest in two discrete interest rate cap contracts. For purposes of determining the issue prices of the REMIC in relation to any tax matter involving 4 regular interests, the TrustTrustee shall assume that the interest rate cap contracts have only a nominal value of $1,000 each.

REMIC Administration. (a) The Trustee hereby elects to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and file such elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) for each interest in any REMIC created hereby shall be the Latest Possible Maturity Date. (c) The Servicer Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMICREMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to hereunder (including the extent provided in clause (i) above from the Collection AccountTrustee’s duties as tax return preparer). (d) The Trustee shall prepare, sign prepare and file, and the Trustee shall sign all of the REMICs’ federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns Tax Returns shall be borne by the Trustee. The Notwithstanding the foregoing, the Trustee shall use have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the Tax Prepayment Assumption for purposes of computing any event that partnership tax reporting, including, but not limited toinformation or returns are required by the Internal Revenue Service, the calculation Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. Because certain Classes of Regular Certificates are expected to be issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Trustee, on behalf of the Trust Fund and upon receipt of written direction from the Depositor, will determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument and based solely on information provided by the Depositor to the Trustee. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions, Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, Provisions or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state governmental authorities. To the extent that such Trust Fund taxes are not paid by such Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to such Holder or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, not enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any arrangement by which REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustcreated hereunder will receive a fee or other compensation for services.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Master Servicer in fulfilling its duties hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, all of the REMICs’ ' federal and state tax and information returns as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “"tax matters person” " as defined in the REMIC Provisions (the “"Tax Matters Person”") with respect to the related each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. (h) The Trustee, as agent for the Tax Matters Person, shall represent shall, for federal income tax purposes, maintain books and records with respect to each REMIC in any administrative or judicial proceedings relating to created hereunder on a calendar year and on an examination or audit by any governmental taxing authority, request an administrative adjustment as accrual basis. (i) No additional contributions of assets shall be made to any taxable year of any REMICREMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) Neither the Trustee nor the Master Servicer shall enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2001, the Master Servicer shall deliver to the Trustee and otherwise act on behalf each Rating Agency an Officers' Certificate stating the Master Servicer's compliance with the provisions of any REMIC in relation to any this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax matter involving entities and shall complete the TrustForm 8811.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.86OG-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Trustee shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Certificate Account. (d) The ; provided, however, the Trustee shall prepare, sign and file, all not be entitled to reimbursement for expenses incurred in connection with the preparation of the REMICs’ federal and state tax and information returns as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if reports as required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization Section 6.20 and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustthis Section.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.86OG-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Trustee shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Certificate Account, provided, however, the Trustee shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee shall prepare, sign and file, file all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee shall be entitled to receive reasonable compensation from the Trust for the performance of its duties under this subsection (e); provided, however, that such compensation shall not exceed $5,000 per year. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as agent a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee, any NIMS Insurer and the Master Servicer have received an Opinion of Counsel addressed to the Trustee (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Master Servicer, any NIMS Insurer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Master Servicer or any NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Trustee shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Trustee nor the Master Servicer shall enter into any administrative arrangement by which any REMIC will receive a fee or judicial proceedings relating other compensation for services. (k) On or before September 15 of each calendar year beginning in 2003, the Trustee shall deliver to any NIMS Insurer an examination or audit Officer’s Certificate stating, without regard to any actions taken by any governmental taxing authorityparty other than the Trustee, request the Trustee’s compliance with provisions of this Section 10.01. (l) The Trustee shall treat the Basis Risk Reserve Fund as an administrative adjustment as to any taxable year outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the Holder of the Class X Certificate and that is not an asset of any REMIC. The Trustee shall treat the rights of the holders of the LIBOR Certificates to receive payments from any Basis Risk Reserve Fund in the event of a Basis Risk Shortfall as rights in an interest rate cap contract written by the Class X Certificateholder in favor of such Certificateholders. Thus, enter into settlement each Class 1-A1, Class 1-A2, Class 2-A1, Class 2-A2, Class M1, Class M2, Class M3, Class M4, Class M5 and Class B Certificate shall be treated as representing not only ownership of regular interests in REMIC 3, but also ownership of an interest in an interest rate cap contract. For federal tax return and information reporting, each such interest rate cap contract shall be assigned a value of $41,202.46. Notwithstanding the priority and sources of payments set forth in Article 5 hereof or otherwise, the Trustee shall account for all distributions with respect to a Class of Certificates in amounts that differ from those payable pursuant to the regular interest in REMIC 3 corresponding to such Class as amounts paid or received (as appropriate) pursuant to the interest rate cap agreements provided for in this Section. In no event shall any such amounts be treated as payments with any government taxing agency, extend any statute respect to a “regular interest” in a REMIC within the meaning of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the TrustCode Section 860G(a)(1).

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.86OG-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Securities Administration Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, and the Trustee shall sign and file, as instructed by the Securities Administrator, all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discountSecurities Administrator. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue 63963 SEQUOIA 12 Pooling and Servicing Agreement Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Trustee such information as is necessary for the Trustee to provide to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. . (f) The Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Securities Administrator, the Master Servicer nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee or the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. 63963 SEQUOIA 12 Pooling and Servicing Agreement (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) The Trustee and the Securities Administrator shall treat the Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Interest-Only Certificates and that is not an asset of any REMIC. The Trustee and the Securities Administrator shall treat the rights of the Holders of the LIBOR Certificates to receive distributions from the Reserve Fund to cover Net WAC Shortfalls and Unpaid Net WAC Shortfalls as rights to payments under a cap contract written by the Holders of the Class X-1 and Class X-2 Certificates in favor of the Holders of the LIBOR Certificates. Thus, each Class A and Class B1 Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a value of $250,000 unless and until required otherwise by an applicable taxing authority. (l) The Class LT-R Holder shall act as "tax matters person" with respect to the Lower-Tier REMIC and shall act as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating Class A-R Certificateholder as "tax matters person" with respect to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any the Upper-Tier REMIC and otherwise the Securities Administrator shall act on behalf of any REMIC as agent for the Class LT-R Holder in relation to any tax matter involving such roles, unless and until another party is so designated by the TrustClass LT-R Holder."

REMIC Administration. (a) The Trustee shall make or cause to be made REMIC elections for each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5 as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepareprepare or cause to be prepared, sign and filefile or cause to be filed, all of the REMICs’ each REMIC's federal and state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “"tax matters person” " as defined in the REMIC Provisions (the “"Tax Matters Person”") with respect to the related each REMIC and shall irrevocably designates the Trustee to act as its attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform perform, on behalf of each REMIC REMIC, all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The TrusteeHolder of any Class R Certificate, by purchasing such Class R Certificate, (A) will be deemed to consent to the appointment of (i) the Holder of the largest Percentage Interest in the Class R Certificates as agent for the Tax Matters PersonPerson for each REMIC, and (ii) the Trustee as attorney-in-fact and agent for such Tax Matters Person and (B) agrees to execute any documents required to give effect to (A) above. (f) The Trustee, the Servicer, and the Holders of Certificates shall represent take any action or cause any REMIC to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Servicer, nor the Holder of any Residual Certificate shall take any action or cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee or the Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due its pro rata share of any and all taxes imposed on any REMIC by federal or state governmental authorities. To the extent that such REMIC taxes are not paid by Residual Certificateholders, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in each REMIC or, if no such amounts are available, out of other amounts held in any administrative the Collection Account, and shall reduce amounts otherwise payable to Holders of the REMIC Regular Interests or judicial proceedings relating the Certificates, as the case may be. (h) The Trustee, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC on a calendar year and on an examination or audit by any governmental taxing authority, request an administrative adjustment as accrual basis. (i) No additional contributions of assets shall be made to any taxable year of any REMIC, except as expressly provided in this Agreement with respect to Eligible Substitute Mortgage Loans. (j) Neither the Trustee nor the Servicer shall enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of arrangement by which any REMIC will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2001, the Servicer shall deliver to the Trustee and otherwise act each Rating Agency and the Trustee shall deliver to each Rating Agency an Officer's Certificate stating the Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee shall treat the rights of the Class A-1 Certificateholders to receive payments in respect of LIBOR Carryover Amounts as a right in an interest rate cap contract written by the Class X and Class BB Certificateholders, as beneficial owners of the Class X/BB Interest, in favor of the Class A-1 Certificateholders and the Trustee shall account for such as property held separate and apart from the regular interests it holds in REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5. This provision is intended to satisfy the requirements of Treasury regulation Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. For purposes of determining the issue price of the Class T5-A1 Interest, the Trustee shall assume that the interest rate cap contract has a value of zero. On each Distribution Date, to the extent the Class A-1 Certificates receive interest in excess of the Maximum Rate (as defined in the first sentence of the definition thereof), such interest will be treated as paid to the Class X/BB Interest in respect of interest on behalf the REMIC 5 Components, pro rata, and then paid to the Class A-1 Certificates pursuant to an interest rate cap agreement. (m) In the event that the beneficial ownership of the Class BB Certificates and the Class X Certificates is held by a single Person for federal income tax purposes, such Person shall be treated as the beneficial owner of the Class X/BB Interest and the REMIC 5 Components represented thereby and the Class BB Reserve Fund. In the event that beneficial ownership of the Class BB and the Class X Certificates is held by two or more Persons for tax purposes, the Trustee shall treat the Class BB Certificateholders and the Class X Certificateholders as partners in a partnership that owns the Class X/BB Interest and the Class BB Reserve Fund for federal income tax purposes and shall not treat the Class BB and Class X Certificates as an interest in any REMIC created hereunder. By acquiring the Class BB Certificates and the Class X Certificates, the respective Holders will agree to treat the Class BB Certificates and the Class X Certificates in relation the manner described in the preceding sentence for federal income tax purposes in the event that the beneficial ownership of the Class BB Certificates and the Class X Certificates is separated. In such event, (i) a separate capital account shall be established and maintained for each Holder of a Class BB or Class X Certificate in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv), which shall be credited with income or gain and debited by any expenses or losses and distributions allocable to such Certificates, (ii) the Class BB Certificates shall be allocated income in an amount equal to interest at the Pass-Through Rate thereon and any original issue discount that would be reportable thereon if the Class BB Certificate were a debt instrument issued on the date ownership of the Class BB and Class X Certificates is separated, with a principal balance equal to its Class BB Amount, (iii) the Class X and Class BB Certificates shall be allocated income with respect to all prepayment premiums and penalties in accordance with the allocation of such amounts pursuant to Section 4.02(b)(xv) and 4.02(b)(xvi), to the extent not allocated pursuant to Section 9.02(m)(ii) above, (iv) the Class X Certificates shall be allocated all remaining income and any expenses and Realized Losses with respect to the Class X/BB Interest and any income or loss with respect to the Class BB Reserve Fund until the capital account of the Class X Certificates is reduced to zero, and any remaining expenses or losses shall be allocated to the Class BB Certificates, (v) neither the Class BB Certificates nor the Class X Certificates shall be responsible for restoring any deficit to its capital account, (vi) upon termination of the Trust Fund pursuant to Article X, all amounts available for distribution to Holders of the Class BB and Class X Certificates shall be distributed in accordance with their positive capital account balances, first to Class BB until the Class BB Amount and any accrued but unpaid interest are reduced to zero, and then to the Class X Certificates, and (vii) the Trustee shall maintain books and records with respect to the partnership on a calendar year basis (unless a different taxable year shall be required by the Code) and shall prepare or cause to be prepared, and cause the Holder of the largest Percentage Interest of the Class X Certificates to sign and file or cause to be filed all federal and state tax matter involving and information returns for the Trustpartnership and shall furnish or cause to be furnished Schedule K-1's to the Holders of the Class BB and Class X Certificates at the time required by the Code. Unless otherwise directed by a majority of the Percentage Interests of the Class X and Class BB Interests, the Trustee shall not make an election under Section 954 of the Code. The Holder of the largest Percentage Interest of the Class X Certificates, by acceptance of its Class X Certificate, agrees to act as "tax matters partner" (within the meaning of Section 6231(a)(7) of the Code and to sign and timely file all federal and state partnership tax and information returns prepared by the Trustee pursuant to this Section 9.01(m).

REMIC Administration. (a) Unless otherwise specified in the related Pooling and Servicing Agreement, an election will be made to treat the Assets and the Distribution Account underlying a Series as one or more REMICs under the Code. Each Holder of a Residual Certificate in each REMIC elections shall, in its Residual Transferee Agreement, designate the Servicer or an Affiliate of the Servicer, as its agent, to act as the Tax Matters Person for such REMIC. The Servicer agrees that it or one of its Affiliates will serve as such Tax Matters Person for each REMIC, and also will perform various tax administration functions for each REMIC, as its agent, as set forth in this Section 10.01. (a) The Trustee shall elect (on behalf of each REMIC to be created) to have the Preliminary Statement shall be made by the Trustee Trust (or designated assets thereof) treated as a REMIC on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each issued as well as on any corresponding state tax or information return necessary to have such assets treated as a REMIC shall be as designated in the Preliminary Statementunder relevant state law. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer shall pay any and all tax related expenses (not including taxes) of the Trust and each related REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only authorities or related to the extent that (i) such expenses are ordinary or routine expenses, including expenses adoption of a routine audit but not expenses plan of litigation complete liquidation. (except as described in (ii)); or (iic) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, prepare any necessary forms for election as well as all of the REMICs’ Trust's and each related REMIC's federal and state tax and information returns. At the request of the Servicer, the Trustee shall sign and file such returns as the direct representative on behalf of each REMIC created hereundersuch REMIC. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discountServicer. (ed) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Servicer shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such the Trust and the REMIC under the Code, the REMIC Provisions, Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authoritytax law. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidancethe Servicer, the Trustee, acting as agent for of the Tax Matters PersonREMIC, shall provide (i1) to the Treasury or to other governmental authority authorities such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization Disqualified Organization and (ii2) to the Certificateholders Trustee such information as is necessary for the Trustee to discharge its obligations under the REMIC Provisions to report tax information to the Certificateholders. (e) OMI, the Servicer, the Trustee (to the extent the Trustee has been instructed by OMI or reports the Servicer), and the Holders of Residual Certificates shall take any action or cause each related REMIC to take any action necessary to create or maintain the status of each such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. (f) OMI, the Servicer, the Trustee (to the extent the Trustee has been instructed by OMI or the Servicer), and the Holders of the Residual Certificates shall not take any action or fail to take any action, or cause each related REMIC to take any action or fail to take any action that, if taken or not taken, could endanger the status of each such REMIC as a REMIC unless the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take or to omit to take such action) to the effect that the contemplated action or failure to act will not endanger such status. (g) Any taxes that are required imposed upon the Trust or any related REMIC by federal or state (including local) governmental authorities (other than taxes paid by a party pursuant to Section 10.02 hereof or as provided -72- in the following sentence) shall be allocated to the Certificates (including, for this purpose, the regular interests in any Pooling REMIC) in the same manner as Writedown Amounts are so allocated; provided, however, that if the related Pooling and Servicing Agreement does not provide for the allocation of Writedown Amounts, such taxes shall be payable out of the Available Distribution Amount before any distributions are made on the related Certificates on the related Distribution Date. Any state or local taxes imposed upon the Trust, any related REMIC or any related Certificateholder that would not have been imposed on the Trust, such REMIC or such Certificateholder in the absence of any legal or business connection between the Trustee and the state or locality imposing such taxes (including any federal, state or local taxes imposed on such Trust, such REMIC or such Certificateholder as a result of such Trust, such REMIC or such Certificateholder being deemed to have received income as a result of the Trustee's payment of state or local taxes) shall be paid by the Code or REMIC Provisions. The Trustee, and, notwithstanding anything to the contrary in these Standard Terms, such taxes shall be deemed to be part of the Trustee's cost of doing business and shall not be reimbursable to the Trustee. (h) If the Servicer (or an Affiliate thereof) is unable for any reason to fulfill its duties as agent for the Tax Matters Person, then the holder of the largest Percentage Interest of the Residual Certificates, without compensation, shall represent become the successor Tax Matters Person for each REMIC related REMIC; provided, however, that in any administrative or judicial proceedings relating no event shall the Trustee be required to an examination or audit by any governmental taxing authority, request an administrative adjustment act as to any taxable year Tax Matters Person (regardless of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving whether the TrustTrustee is acting as successor Servicer).

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, all of the REMICs’ federal and state tax and information returns as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust; provided, that to the extent that such representation affects the Guarantor’s obligations hereunder, the Trustee agrees to consult with the Guarantor and accommodate the Guarantor’s reasonable requests. (f) The Trustee, the Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Guarantor and the Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Guarantor or the Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the State of Texas for state tax purposes by virtue of the location of the Servicer, the Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination when imposed. In the event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Trustee of its duties and obligations set forth herein, the Trustee shall indemnify the Trust and the Guarantor against any and all Losses resulting from such negligence; provided, however, that the Trustee shall not be liable for any such Losses attributable to the action or inaction of the Servicer, the Depositor or the Holder of such Class R Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Class R Certificate on which the Trustee has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Class R Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall the Trustee have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Trustee of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates). (h) The Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to Eligible Substitute Mortgage Loans. (j) Neither the Trustee nor the Servicer shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2003, the Servicer shall deliver to the Trustee, the Guarantor and each Rating Agency an Officers’ Certificate stating the Servicer’s compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete the Form 8811. (m) For federal income tax purposes, in the event that the beneficial ownership of the Class N Certificates and the Class X Certificates is held by separate persons for tax purposes, the Trustee shall treat the Class N Certificates as debt of the Class X Certificateholders for federal income tax purposes and shall not treat such Class of Certificates as an interest in any REMIC created hereunder. In the event that the beneficial ownership of the Class N Certificates and the Class X Certificates is held by the same person, the Trustee shall treat the Class N Certificates as not having been issued for federal income tax purposes so that the entire economic entitlement of the Class N Certificates and Class X Certificates (excluding the Class X Certificates right to receive amounts from the LIBOR Carryover Reserve Account) will represent a “regular interest” in REMIC 5.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement[Reserved]. (b) The Closing Date November 30, 2006 is hereby designated as the “Startup Day” of each REMIC within the meaning of section Section 860G(a)(9) of the Code. (c) The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepare, sign and file, all (a) maintain (or cause to be maintained) the books of the REMICs’ Issuing Entity on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Certificateholder as may be required by the Code and applicable Treasury Regulations, including the REMIC Provisions, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and information returns file or cause to be prepared and filed such Tax Returns relating to the Issuing Entity as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall may be borne required by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation Code and applicable Treasury Regulations (including timely making elections to treat specified assets of the original issue discountIssuing Entity as one or more REMICs for federal income tax purposes and any other such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations), (d) collect or cause to be collected any required withholding tax with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto and (e) maintain records as required by the REMIC Provisions. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person Disqualified Organization or organization non-U.S. Person and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee or the Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Issuing Entity taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. (h) The Trustee, as agent for the Tax Matters Person, shall represent shall, for federal income tax purposes, maintain books and records with respect to each REMIC in any administrative or judicial proceedings relating to created hereunder on a calendar year and on an examination or audit by any governmental taxing authorityaccrual basis. (i) After the Pre-Funding Period, request an administrative adjustment as no additional contributions of assets shall be made to any taxable year REMIC created hereunder, except as expressly provided in this Agreement with respect to Qualified Replacement Mortgages. (j) Neither of the Trustee nor the Servicer shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and the Master REMIC. (l) The Trustee shall treat the Supplemental Interest Trust as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the Holders of the Class CA Certificates and that is not an asset of any REMIC. The Trustee shall treat the rights of the holders of the Class A and Mezzanine Certificates to receive any interest payments in excess of the REMIC Pass-Through Rate on the Master REMIC Regular Interest corresponding to such Class of Certificates as rights in an interest rate cap contract written by the Class CA Certificateholders in favor of the holders of the Class A and Mezzanine Certificates. Thus, enter into settlement agreements each Class A and Mezzanine Certificate shall be treated as representing not only ownership of a regular interest in the Master REMIC, but also ownership of an interest in an interest rate cap contract. Furthermore, the Trustee shall treat the obligation of the Holders of the Class A and Mezzanine Certificates to make certain payments to the Supplemental Interest Account to the extent that the payment on the Pass-Through Rate on the Master REMIC Regular Interest exceeds the interest payment on the corresponding Class of Certificates as an obligation to make payments pursuant to an interest rate cap contract written by the Holders of the Class A and Mezzanine Certificates in favor of the Class CA Certificateholder. In no event shall any payments provided for in this subsection be treated as payments with any government taxing agencyrespect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). The pledge of payments on the Class CB Certificates to the Supplemental Interest Trust will be treated as a limited guaranty written by the Holder of the Class CB Certificate for the benefit of the Holders of the Class CA Certificate. Such guaranty is expected to have nominal value. To the extent that the Class CB Interest Distributable Amount paid to the Supplemental Interest Trust as described in Section 10.01(n) is not paid in full to the Holders of the Class CB Certificates pursuant to Section 4.04(c)(v), extend any statute a right of limitations reimbursement will arise in favor of the Holders of the Class CB Certificates against the Holders of the Class CA Certificates. (m) Notwithstanding the priority and sources of payments set forth in Article IV hereof or otherwise, the Trustee shall account for all distributions on the Certificates as set forth in this section. (n) For federal income tax purposes, payments pursuant to Section 4.01(a)(i)(O) shall be treated as having been made to the extent of remaining Interest Remittance Amount (i) first, to the Holders of the Class CA Certificates, the Class CA Interest Distributable Amount and (ii) second, to the Holders of the Class CB Certificates, the Class CB Interest Distributable Amount. (o) For federal income tax purposes, payments of Excess Cashflow pursuant to Section 4.04(d)(i) will be treated as having been made (i) first, from Excess Cashflow relating to any item the Class CB Interest Distributable Amount and (ii) second, from Excess Cashflow relating to amounts otherwise distributable on the Class CA Certificates. (p) None of the Class M-10 DSI Certificates, Class M-11 DSI Certificates, Class M-12 DSI Certificates or the Class M-13 DSI Certificates will be treated as regular or residual interest in any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustcreated hereunder.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, the Trustee shall sign and file, the Securities Administrator shall file all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Master REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from each REMIC other than the Master REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the weighted average of the Net Mortgage Rates; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to each REMIC other than the Master REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in each such REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. The . (f) To the extent within their control, the Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Securities Administrator, the Master Servicer, nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, (A) out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC or (B) to the extent that any such taxes are imposed on the REMIC as a result of the breach of any representation, warranty or covenant of the Master Servicer, the Securities Administrator or any Servicer, then the Master Servicer, the Securities Administrator, or that Servicer, as applicable, shall pay when due any and all such taxes. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) [reserved]. (l) The Class A-R Holder shall act as “tax matters person” with respect to each REMIC created hereunder and the Securities Administrator shall act as agent for the Tax Matters PersonClass A-R Holder in such roles, unless and until another party is so designated by the Class A-R Holder. (m) [reserved]. (n) [reserved]. (o) It is intended that the ES Trust be considered a “grantor trust” under the Code. Based upon such characterization, within a reasonable period of time after the end of each calendar year but not later than the latest date permitted by law, the Securities Administrator shall represent mail to each REMIC person who so requests in any administrative writing and who at anytime during such calendar year shall have been a Certificateholder the necessary information under applicable law for preparation of such Holder’s federal and state income tax returns unless substantially similar information has been previously provided to such Certificateholder. (p) For federal income tax purposes, the grantor trust created hereunder shall have a calendar year taxable year. The Securities Administrator shall prepare or judicial proceedings relating cause to an examination be prepared and shall file or audit by any governmental taxing authoritycause to be filed with the Internal Revenue Service and applicable state or local tax authorities, request an administrative adjustment as to any income tax information returns for each taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating respect to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trustgrantor trust.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Distribution Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, the Trustee shall sign and file, the Securities Administrator shall file all of the REMICs’ each REMIC's federal and appropriate state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. The Trustee shall In preparing such returns, the Securities Administrator shall, with respect to each REMIC other than the Master REMIC: (i) treat the accrual period for interests in such REMIC as the calendar month; (ii) account for distributions made from each REMIC other than the Master REMIC as made on the first day of each succeeding calendar month; (iii) account for income under the all-OID method at the weighted average of the Net Mortgage Rates; (iv) use the Tax Prepayment Assumption aggregation method provided in Treasury Regulation section 1.1275-2(c); and (v) account for purposes income and expenses related to each REMIC other than the Master REMIC in the manner resulting in the lowest amount of computing any tax reporting, including, but not limited to, excess inclusion income possible accruing to the calculation Holder of the original issue discountresidual interest in each such REMIC. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal 121 Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the TrusteeSecurities Administrator shall provide, as agent for the Tax Matters Personupon receipt of additional reasonable compensation, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Certificateholders and the Trustee such information or reports as are required by the Code or REMIC Provisions. The . (f) To the extent within their control, the Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Securities Administrator, the Master Servicer, nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur; provided, however, that if no Adverse REMIC Event would occur but such action could result in the imposition of additional taxes on the Residual Certificateholders, no such Person shall take any such action, or cause any REMIC to take any such action without the written consent of the Residual Certificateholders. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, (A) out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC or (B) to the extent that any such taxes are imposed on the REMIC as a result of the breach of any representation, warranty or covenant of the Master Servicer, the Securities Administrator or any Servicer, then the Master Servicer, the Securities Administrator, or that Servicer, as applicable, shall pay when due any and all such taxes. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) [Reserved]. (l) The Class A-R Holder shall act as "tax matters person" with respect to each REMIC created hereunder and the Securities Administrator shall act as agent for the Tax Matters PersonClass A-R Holder in such roles, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit unless and until another party is so designated by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the TrustClass A-R Holder.

REMIC Administration. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Securities Administrator shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Securities Administrator in fulfilling its duties hereunderhereunder (including its duties as tax return preparer). The Servicer Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Securities Administration Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and other reports as required by Section 6.20 and this Section. (d) The Trustee Securities Administrator shall prepare, the Trustee shall sign and file, the Securities Administrator shall file all of the REMICs’ each REMIC’s federal and appropriate state tax and information returns as the such REMIC’s direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discountSecurities Administrator. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Securities Administrator or its designee shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, Securities Administrator shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Trustee such information as is necessary for the Trustee to provide to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Securities Administrator shall be entitled to receive reasonable compensation from the Trust for the performance of its duties under this subsection (e); provided, however, that such compensation shall not exceed $5,000 per year. (f) The Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of any REMIC as agent a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Securities Administrator, the Master Servicer nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee, the Securities Administrator, any NIMS Insurer and the Master Servicer have received an Opinion of Counsel addressed to the Trustee (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator, the Master Servicer, any NIMS Insurer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the Securities Administrator, the Master Servicer or any NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) The Securities Administrator shall, for the Tax Matters Personfederal income tax purposes, shall represent maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement. (j) Neither the Securities Administrator nor the Master Servicer shall enter into any administrative arrangement by which any REMIC will receive a fee or judicial proceedings relating other compensation for services. (k) On or before September 15 of each calendar year beginning in 2005, the Securities Administrator shall deliver to the Trustee and any NIMS Insurer an examination or audit Officer’s Certificate stating, without regard to any actions taken by any governmental taxing authorityparty other than the Securities Administrator, request the Securities Administrator’s compliance with provisions of this Section 10.01. (l) The Securities Administrator shall treat the Basis Risk Reserve Fund as an administrative adjustment as to any taxable year outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the Holders of the Class X Certificates and that is not an asset of any REMIC. The Securities Administrator shall treat the rights of the holders of the Class A, enter into settlement agreements with any government taxing agencyClass M1, extend any statute Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9 and Class B Certificates to receive payments from the Basis Risk Reserve Fund in the event of limitations relating to any item a Basis Risk Shortfall as rights in an interest rate cap contract written by the Class X Certificateholders in favor of such Certificateholders. Thus, each Class A, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9 and Class B Certificate shall be treated as representing not only ownership of regular interests in the Upper-Tier REMIC, but also ownership of an interest in an interest rate cap contract. For federal tax return and information reporting, such interest rate cap contract shall be assigned a value of $21,000. (m) In addition, for purposes of the REMIC Provisions, on any REMIC Capped Distribution Date: (i) the Certificate Interest Rate for each Class of Certificates, other than the Class P and otherwise act Class R Certificates, shall be the REMIC Capped Rate; and (ii) any amounts distributed on behalf such Certificates on such REMIC Capped Distribution Date in excess of any the REMIC in relation Capped Rate shall be deemed to any have been paid by the Class X Certificateholder pursuant to a notional principal contract. For federal income tax matter involving the Trustreturn and information reporting, such notional principal contract shall be assigned a value of $100.00.

REMIC Administration. (a) REMIC elections as As set forth in the Preliminary Statement shall be made by to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) The Servicer Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMICREMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer Trustee in fulfilling its respective duties hereunder. The Servicer shall be entitled to reimbursement of expenses to hereunder (including the extent provided in clause (i) above from the Collection AccountTrustee’s duties as tax return preparer). (d) The Trustee shall prepare, sign prepare and file, and the Trustee shall sign all of the REMICs’ federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns Tax Returns shall be borne by the Trustee. The Notwithstanding the foregoing, the Trustee shall use have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the Tax Prepayment Assumption for purposes of computing any event that partnership tax reporting, including, but not limited toinformation or returns are required by the Internal Revenue Service, the calculation of the original issue discountSeller, at its own cost and expense, will prepare and file all necessary returns. (e) The Holder of the Residual Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to the related REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions, Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, Provisions or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state governmental authorities. To the extent that such Trust taxes are not paid by such Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to such Holder or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) The Trustee, shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat the Basis Risk Reserve Fund and the Yield Maintenance Account as agent outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h). The Basis Risk Reserve Fund X-1 Subaccount, Basis Risk Reserve Fund X-2 Subaccount, Basis Risk Reserve Fund X-3 Subaccount, Basis Risk Reserve Fund X-4 Subaccount and Basis Risk Reserve Fund X-B Subaccount shall be treated as being beneficially owned by the holders of the C Class X-1, Class X-2, Class X-3, Class X-4 and Class X-B Certificates, respectively. The Yield Maintenance Account shall be treated as being beneficially owned by the holders of the Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class 2-A1C, Class 3-A1A, Class 3-A1B and Class 3-A1C Certificates. The Trustee shall treat the rights of the Holders of the MTA and LIBOR Certificates to receive distributions from the related Subaccount of the Basis Risk Reserve Fund to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X-1 Certificates, in the case of the Class 1-A1A and Class 1-A1B Certificates, the Class X-2 Certificates, in the case of the Class 2-A1A, Class 2-A1B and Class 2-A1C Certificates, the Class X-3 Certificates, in the case of the Class 3-A1A, Class 3-A1B and Class 3-A1C Certificates, Class X-4 Certificates, in the case of the Class 4-A1A and Class 4-A1B Certificates, and the Class X-B Certificates, in the case of the Subordinate Certificates. Amounts deposited into the Basis Risk Reserve Fund X-1 Subaccount, the Basis Risk Reserve Fund X-2 Subaccount, the Basis Risk Reserve Fund X-3 Subaccount, the Basis Risk Reserve Fund X-4 Subaccount and the Basis Risk Reserve Fund X-B Subaccount shall be treated for federal income tax purposes as amounts distributed on the Tax Matters PersonClass X-1, Class X-2, Class X-3, Class X-4 and Class X-B Certificates, respectively. Thus, the Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class 2-A1C, Class 3-A1A, Class 3-A1B, Class 3-A1C, Class 4-A1A, Class 4-A1B, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12 Certificates shall represent each REMIC be treated as representing not only ownership of regular interests in any administrative or judicial proceedings relating a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an examination or audit by any governmental applicable taxing authority. (l) For federal income tax purposes, request an administrative adjustment as and with respect to any taxable year of any REMICthe first three Distribution Dates, enter into settlement agreements amounts distributed with any government taxing agency, extend any statute respect to the MT-1-X Interest shall be deemed to have been distributed in respect of limitations relating to any item of any REMIC the Class X-1 Certificates and otherwise act on behalf of any REMIC then deposited in relation to any tax matter involving the Trust.Basis Risk Reserve Fund X-1

REMIC Administration. (a) The Trustee shall make or cause to be made REMIC elections for each of REMIC A, REMIC B, REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5 and REMIC 6 as set forth in the Preliminary Statement shall be made by the Trustee on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. (b) The Closing Date is hereby designated as the “"Startup Day” " of each REMIC within the meaning of section 860G(a)(9) of the Code. (c) The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the gross negligence or willful misconduct of the Servicer in fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Trustee shall prepareprepare or cause to be prepared, sign and filefile or cause to be filed, all of the REMICs’ each REMIC's federal and state tax and information returns as the such REMIC's direct representative each REMIC created hereunderrepresentative. The expenses of preparing and filing such returns shall be borne by the Trustee. The Trustee shall use the Tax Prepayment Assumption for purposes of computing any tax reporting, including, but not limited to, the calculation of the original issue discount. (e) The Holder of the Residual Certificate at any time Certificates with respect to each REMIC holding the largest Percentage Interest thereof shall be the “"tax matters person” " as defined in the REMIC Provisions (the “"Tax Matters Person”") with respect to the related applicable REMIC or REMICs, and the Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform perform, on behalf of each REMIC REMIC, all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. . (f) The Trustee, the Servicer, and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of such REMIC as agent for a REMIC under the Tax Matters PersonREMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Servicer or the Holder of any Residual Certificate shall represent take any action or cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee or the Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due its pro rata share of any and all taxes imposed on any REMIC by federal or state governmental authorities. To the extent that such REMIC taxes are not paid by Residual Certificateholders, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in each REMIC or, if no such amounts are available, out of other amounts held in any administrative the Collection Account, and shall reduce amounts otherwise payable to Holders of the REMIC Regular Interests or judicial proceedings relating the Certificates, as the case may be. (h) The Trustee, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC on a calendar year and on an examination or audit by any governmental taxing authority, request an administrative adjustment as accrual basis. (i) No additional contributions of assets shall be made to any taxable year of any REMIC, except as expressly provided in this Agreement with respect to Eligible Substitute Mortgage Loans. (j) Neither the Trustee nor the Servicer shall enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of arrangement by which any REMIC will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2003, the Servicer shall deliver to the Trustee and otherwise act each Rating Agency an Officer's Certificate stating the Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee shall treat the rights of the Offered P&I Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class CE Certificateholders in favor of the Holders of the Offered Certificates, and the Trustee shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder. This provision is intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Offered Certificates receive interest in excess of the Class AI-1 REMIC Pass-Through Rate, Class AI-2 REMIC Pass-Through Rate, Class AI-3 REMIC Pass-Through Rate, Class AI-4 REMIC Pass-Through Rate, Class AII-1 REMIC Pass-Through Rate, Class M-1 REMIC Pass-Through Rate, Class M-2 REMIC Pass-Through Rate, Class M-3 REMIC Pass-Through Rate and Class B REMIC Pass-Through Rate, as applicable, such interest will be treated as distributed on behalf the REMIC 4 Components, pro rata, beneficially owned by the Class CE Certificates and then paid to the respective Class of any REMIC in relation Offered P&I Certificates pursuant to any tax matter involving the Trustrelated interest rate cap agreement.