Common use of REMIC Administration Clause in Contracts

REMIC Administration. (a) The Trustee shall elect to treat each of REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates shall be designated as the Residual Interests in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates shall be designated as the Residual Interests in REMIC II. The Class A Certificates, the Class CE Certificates and the Class P Certificates shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates shall be designated as the Residual Interests in REMIC III. Neither the Trustee nor the Trust Administrator shall permit the creation of any "interests" in REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The An election will be made by the Certificate Administrator on behalf of the Trustee shall elect to treat each the segregated pool of REMIC Iassets consisting of the Mortgage Loans (other than Excess Interest payable thereon), REMIC II such amounts with respect thereto as shall from time to time be held in the Collection Account, the Reserve Accounts and REMIC III the Distribution Account (exclusive of the Excess Interest Sub-account), the Insurance Policies and any related amounts in the REO Account and, to the extent of the Trust’s interest therein, any related REO Properties as a REMIC under the Code and(such REMIC being herein designated as “REMIC I”), if necessary, under applicable state lawother than any portion of the foregoing amounts allocable to a B Note or Serviced Companion Loan. Each such election Such elections will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates REMIC I Interests are issued. For the purposes of the REMIC election in respect of REMIC Isuch election, the REMIC I Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC I I, and the REMIC I Residual Interest (which shall be evidenced by the Class R-I Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC I. The An election will be made by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC under the Code (such REMIC being herein designated as “REMIC II”). Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC II Interests are issued. For the purposes of such election, the REMIC II Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC II II, and the REMIC II Residual Interest (which shall be evidenced by the Class R-II Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC II. The An election will be made by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC under the Code (such REMIC being herein designated as “REMIC III”). Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC III Interests are issued. For purposes of such election, the Class A A-0, Xxxxx X-0, Class A-SB, Class A-0, Xxxxx X-0, Class D, Class E, Class F and Class G Certificates, the EX XXXXX III Regular Interests, the Class CE Certificates H REMIC III Regular Interest and the Class P Certificates X REMIC III Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC III III, and the REMIC III Residual Interest (which shall be evidenced by the Class R-III Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC III. Neither The Trustee and the Trustee nor the Trust Certificate Administrator shall not permit the creation of any "“interests" in REMIC I, REMIC II or REMIC III ” (within the meaning of Section 860G of the Code) in any of the REMIC Pools other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the CertificatesREMIC III Interests. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each REMIC I, REMIC II and REMIC III Pool within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee Trust Administrator shall elect to treat each of REMIC I, REMIC II and REMIC III created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Each such Such election will be made by the Master Servicer Trust Administrator on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests Floating Rate Certificates, the Class CE Interest and the Class P Interest shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates Interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Class CE Certificates and the Class P Certificates shall be designated as the Regular Interests in REMIC III and the Class R-III Interest shall be designated as the Residual Interest in REMIC III. The Class P Certificates shall be designated as the Residual Regular Interests in REMIC IIIIV and the Class R-IV Interest shall be designated as the Residual Interest in REMIC IV. Neither the Trustee nor the Trust Administrator shall permit the creation of any "“interests" ” in any Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each Trust REMIC I, REMIC II and REMIC III created hereunder within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trust Administrator shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than and shall be entitled to reimbursement from the expense of obtaining any tax related Opinion of Counsel except as specified hereinTrust therefor to the extent permitted under Section 8.05. The Master ServicerTrust Administrator, as agent for all of REMIC I's, REMIC II's and REMIC III's any Trust REMIC’s tax matters person person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of the Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their its acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trust Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee Securities Administrator shall elect to treat each of Trust REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee Securities Administrator on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests “residual interests” in REMIC I. The For the purposes of the REMIC election in respect of REMIC II, the REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates Interest shall be designated as the Residual Interests “residual interests” in REMIC II. The Class A Certificates, the Mezzanine Certificates, the Class P Certificates, the Class IO Interest and the Class CE Certificates and (exclusive of any right to receive payments from or obligation to make payments to the Class P Certificates Reserve Fund or the Supplemental Interest Trust) shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates Interest shall be designated as the Residual Interests in REMIC III. Neither the The Trustee nor the Trust Administrator shall not permit the creation of any "“interests" ” in each Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests Interests, the Class IO Interest and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Securities Administrator shall pay out of its own funds, without any right of reimbursement, be reimbursed for any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any each Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than including the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master ServicerSecurities Administrator, as agent for all of REMIC I's, REMIC II's and REMIC III's each Trust REMIC’s tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Securities Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect make elections to treat each of REMIC I, REMIC II and REMIC III the Trust Fund as a REMIC two REMICs under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election elections in respect of REMIC Ithe Trust Fund, the REMIC I Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC I and I, the Class R-I Certificates shall be designated as the Residual Interests sole class of “residual interests” in REMIC I. The REMIC II I, the Regular Interests Certificates shall be designated as the Regular Interests “regular interests” in REMIC II II, and the Class R-II Certificates shall be designated as the Residual Interests sole class of “residual interests” in REMIC II. The Class A Certificates, the Class CE Certificates Master Servicer and the Class P Certificates Trustee shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates shall be designated as the Residual Interests in REMIC III. Neither the Trustee nor the Trust Administrator shall not permit the creation of any "“interests" in REMIC I, REMIC II or REMIC III ” (within the meaning of Section 860G of the Code) in any REMIC other than the REMIC I Regular InterestsCertificates and the Class R Certificates. Within 30 days after the Closing Date, the REMIC II Regular Interests Trustee shall prepare and file with the interests represented by Internal Revenue Service Form 8811, “Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations” for each REMIC. The Trustee will apply for an Employee Identification Number from the CertificatesIRS via form SS-4 or any other acceptable method for all tax entities. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each REMIC I, REMIC II and REMIC III created hereunder within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified hereinherein and except that the Trustee shall be entitled to be reimbursed from the Collection Account for any professional fees and expenses related to any non-routine audits or any administrative or judicial proceedings that do not result from any breach of its tax duties under this Section 9.01. The Master ServicerTrustee, as agent for all of REMIC I'sthe Trust Fund’s Tax Matters Person, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III the Trust Fund and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates of each REMIC shall be designated as the Tax Matters Person (as defined in the REMIC Provisions) hereby agrees to irrevocably appoint the Master Servicer Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person Tax Matters Person for the Trust Fundeach REMIC. (d) The Master Servicer shall prepare and the Trustee shall prepare, sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer Trustee without any right of reimbursement therefor. The Master Servicer shall provide on a timely basis to the Trustee or its designee such information with respect to the assets of the Trust Fund as is in its possession and reasonably required by the Trustee to enable it to perform its obligations under this Article IX. (e) The Master Servicer Trustee shall perform on behalf of each of REMIC I, REMIC II and REMIC III the Trust Fund all reporting and other tax compliance duties that are the responsibility of such REMIC the Trust Fund 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer Trustee shall provide (i) to any Transferor of a Residual Certificate Certificate, at such Transferor’s expense, such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC IIIthe Trust Fund. The Master Servicer shall provide on a timely basis to the Trustee such information with respect to the assets of the Trust Fund, including, without limitation, the Mortgage Loans, as is in its possession and reasonably required by the Trustee to enable it to perform its obligations under this subsection. In addition, the Depositor shall provide or cause to be provided to the Master ServicerTrustee, within ten (10) days after the Closing Date, all information or data that the Master Servicer Trustee reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each ServicerTo the extent that the affairs of the Trust Fund are within its control and the scope of its specific responsibilities under this Agreement, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC the Trust Fund created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC two REMICs under the REMIC ProvisionsProvisions (and the Master Servicer shall assist it, to the extent reasonably requested by it). The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not knowingly take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III the Trust Fund as a REMIC two REMICs or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "“Adverse REMIC Event"”) unless the Trustee and the Trust Administrator have has received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer Trustee (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC IIIthe Trust Fund created hereunder, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III the Trust Fund or the respective assets of eachthe Trust Fund, or causing REMIC I, REMIC II or REMIC III the Trust Fund to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, counsel with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC IIIthe Trust Fund, and neither the Master Servicer nor the Servicers shall not take any such action or cause REMIC I, REMIC II or REMIC III the Trust Fund to take any such action as to which the Trustee or the Trust Administrator counsel has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "“prohibited transactions" ” of any REMIC the Trust Fund created hereunder as defined in Section 860F(a)(2) of the Code, on the "“net income from foreclosure property" ” of such either REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC the Trust Fund after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 9.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XIIX, (iiiii) to the Master Servicer or the related Servicer pursuant to Section 11.03 9.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XIIX, or otherwise, (iii) to the Master Servicer as provided in Section 3.05 and (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefromtherefrom to the extent not required to be paid by the Master Servicer or the Trustee pursuant to another provision of this Agreement. (h) On or before April 15 of each calendar year, commencing April 15, 19992008, the Trustee shall deliver to the Master Servicer and each Servicer shall deliver to each the Rating Agency an Officer's a Certificate from a Responsible Officer of the Master Servicer and each Servicer Trustee stating (without regard to any action taken by any party other than the Master Servicer's or such Servicer's Trustee) the Trustee’s compliance with this Article XIIX. (i) The Master Servicer Trustee shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III the Trust Fund on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III the Trust Fund other than in connection with any Qualified Eligible Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel (which shall be at the expense of the party requesting to make such contribution and not at the expense of the Trustee) to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC Trust Fund to fail to qualify as a REMIC two REMICs at any time that any Certificates are outstanding or subject such REMIC the Trust Fund to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (k) None of Neither the Trustee, the Trust Administrator, Trustee nor the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III the Trust Fund will receive a fee or other compensation for services nor knowingly permit either REMIC the Trust Fund 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.

REMIC Administration. (a) The An election will be made by the Certificate Administrator on behalf of the Trustee shall elect to treat each the segregated pool of REMIC Iassets consisting of the Mortgage Loans (other than Excess Interest payable thereon), REMIC II such amounts with respect thereto as shall from time to time be held in the Collection Account, the Reserve Accounts and REMIC III the Distribution Account (exclusive of the Excess Interest Sub-account), the Insurance Policies and any related amounts in the REO Account and, to the extent of the Trust’s interest therein, any related REO Properties as a REMIC under the Code and(such REMIC being herein designated as “REMIC I”), if necessary, under applicable state lawother than any portion of the foregoing amounts allocable to a B Note or Serviced Companion Loan. Each such election Such elections will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates REMIC I Interests are issued. For the purposes of the REMIC election in respect of REMIC Isuch election, the REMIC I Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC I I, and the REMIC I Residual Interest (which shall be evidenced by the Class R-I Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC I. The An election will be made by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC under the Code (such REMIC being herein designated as “REMIC II”). Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC II Interests are issued. For the purposes of such election, the REMIC II Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC II II, and the REMIC II Residual Interest (which shall be evidenced by the Class R-II Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC II. The An election will be made by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC under the Code (such REMIC being herein designated as “REMIC III”). Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC III Interests are issued. For purposes of such election, the Class A A-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-0, Xxxxx X-0, Class D, Class E, Class F, Class G and Class H Certificates, the EX XXXXX III Regular Interests, the Swap REMIC III Regular Interests, the Class CE Certificates J REMIC III Regular Interest and the Class P Certificates X REMIC III Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC III III, and the REMIC III Residual Interest (which shall be evidenced by the Class R-III Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC III. Neither The Trustee and the Trustee nor the Trust Certificate Administrator shall not permit the creation of any "“interests" in REMIC I, REMIC II or REMIC III ” (within the meaning of Section 860G of the Code) in any of the REMIC Pools other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the CertificatesREMIC III Interests. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each REMIC I, REMIC II and REMIC III Pool within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee Trust Administrator shall elect to treat each of REMIC I, REMIC II and REMIC III created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Each such Such election will be made by the Master Servicer Trust Administrator on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests Floating Rate Certificates, the Class CE Interest and the Class P Interest shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates Interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Class CE Certificates and the Class P Certificates shall be designated as the Regular Interests in REMIC III and the Class R-III Interest shall be designated as the Residual Interest in REMIC III. The Class P Certificates shall be designated as the Residual Regular Interests in REMIC IIIIV and the Class R-IV Interest shall be designated as the Residual Interest in REMIC IV. Neither the Trustee nor the Trust Administrator shall permit the creation of any "interests" in any Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of each Trust REMIC I, REMIC II and REMIC III created hereunder within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trust Administrator shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than and shall be entitled to reimbursement from the expense of obtaining any tax related Opinion of Counsel except as specified hereinTrust therefor to the extent permitted under Section 8.05. The Master ServicerTrust Administrator, as agent for all of REMIC I's, REMIC II's and REMIC IIIany Trust REMIC's tax matters person person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of the Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their its acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trust Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates shall be designated as the Residual Interests in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates shall be designated as the Residual Interests in REMIC II. The Class A Certificates, the Class CE Certificates and the Class P Certificates shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates shall be designated as the Residual Interests in REMIC III. Neither the Trustee nor the Trust Administrator shall permit the creation of any "interests" in REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.created

REMIC Administration. (a) The Trustee shall elect to treat each of REMIC I, REMIC II and REMIC III as a Trust REMIC under the Code and, if necessary, under applicable state lawlaw and as instructed by the Securities Administrator. Each such election will be made by the Master Servicer on behalf of the Trustee Securities Administrator on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates shall be designated as the Residual Interests in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates shall be designated as the Residual Interests in REMIC II. The Class A Certificates, the Class CE A-IO Certificates, the Mezzanine Certificates, the Class P Certificates and the Class P CE Certificates shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates shall be designated as the Residual Interests in REMIC III. Neither the The Trustee nor the Trust Administrator shall not permit the creation of any "interests" in each Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Securities Administrator shall pay out of its own funds, without any right of reimbursement, be reimbursed for any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any each Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than including the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master ServicerSecurities Administrator, as agent for all of REMIC I's, REMIC II's and REMIC IIIeach Trust REMIC's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Securities Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer Securities Administrator shall prepare and file and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer Securities Administrator without any right of reimbursement therefor. (e) The Master Servicer Securities Administrator shall perform on behalf of each of Trust REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer Securities Administrator shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted TransfereeTransferee upon receipt of additional reasonable compensation, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC IIIeach Trust REMIC. The Depositor shall provide or cause to be provided to the Master ServicerSecurities Administrator, within ten (10) days after the Closing Date, all information or data that the Master Servicer Securities Administrator reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master ServicerTo the extent in the control of the Trustee or the Securities Administrator, each Servicer, the Trustee and the Trust Administrator such Person (i) shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator (ii) shall not take any action, cause the Trust Fund 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 (iA) endanger the status of each Trust REMIC I, REMIC II or REMIC III as a REMIC or (iiB) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless such action or inaction is permitted under this Agreement or the Trustee and the Trust Securities Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer them (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator Trustee or the TrusteeSecurities Administrator) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC IIITrust REMIC, endanger such status or result in the imposition of such a tax, nor (iii) shall the Master Servicer or the Servicers Securities Administrator take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers Securities Administrator may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of Trust REMIC I, REMIC II or REMIC III or the respective assets of each, or causing any Trust REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers Securities Administrator will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC IIIany Trust REMIC, and neither the Master Servicer nor the Servicers Securities Administrator shall not take any such action or cause any Trust REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne home by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XIX, (ii) to the Securities Administrator pursuant to Section 10.03 hereof, if such tax arises out of or results from a breach by the Securities Administrator of any of its obligations under this Article X, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or under this Article XIX, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, The Trustee and the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each of Trust REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (ji) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of Trust REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (kj) None of Neither the Trustee, Trustee nor the Trust Administrator, the Master Servicer or the Servicers Securities Administrator shall knowingly enter into any arrangement by which any Trust REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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. (k) The Securities Administrator shall apply for an employer identification number with the Internal Revenue Service via a Form SS-4 or other comparable method for each REMIC. In connection with the foregoing, the Securities Administrator shall provide the name and address of the person who can be contacted to obtain information required to be reported to the holders of Regular Interests in each REMIC as required by IRS Form 8811.

REMIC Administration. (a) The An election will be made by the Certificate Administrator on behalf of the Trustee shall elect to treat each the segregated pool of REMIC Iassets consisting of the Mortgage Loans (other than Excess Interest payable thereon), REMIC II such amounts with respect thereto as shall from time to time be held in the Collection Account, the Reserve Accounts and REMIC III the Distribution Account (exclusive of the Excess Interest Sub-account), the Insurance Policies and any related amounts in the REO Account and, to the extent of the Trust’s interest therein, any related REO Properties as a REMIC under the Code and(such REMIC being herein designated as “REMIC I”), if necessary, under applicable state lawother than any portion of the foregoing amounts allocable to a B Note or Serviced Companion Loan. Each such election Such elections will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates REMIC I Interests are issued. For the purposes of the REMIC election in respect of REMIC Isuch election, the REMIC I Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC I I, and the REMIC I Residual Interest (which shall be evidenced by the Class R-I Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC I. The An election will be made by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC under the Code (such REMIC being herein designated as “REMIC II”). Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC II Interests are issued. For the purposes of such election, the REMIC II Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC II II, and the REMIC II Residual Interest (which shall be evidenced by the Class R-II Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC II. The An election will be made by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC under the Code (such REMIC being herein designated as “REMIC III”). Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC III Interests are issued. For purposes of such election, the Class A X-0, Xxxxx X-0, Class A-AB, Class X-0, Xxxxx X-0, Class D, Class E, Class F and Class G Certificates, the EC Trust REMIC III Regular Interests, the Class CE Certificates H REMIC III Regular Interest and the Class P Certificates X REMIC III Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC III III, and the REMIC III Residual Interest (which shall be evidenced by the Class R-III Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC III. Neither The Trustee and the Trustee nor the Trust Certificate Administrator shall not permit the creation of any "“interests" in REMIC I, REMIC II or REMIC III ” (within the meaning of Section 860G of the Code) in any of the REMIC Pools other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the CertificatesREMIC III Interests. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each REMIC I, REMIC II and REMIC III Pool within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of Trust REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will shall be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests Class A Certificates, the Mezzanine Certificates, the Class CE Interest and the Class P Interest shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates Interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Class CE Certificates and the Class P Certificates shall be designated as the Regular Interests in REMIC III and the Class R-III Interest shall be designated as the Residual Interest in REMIC III. The P Certificates shall be designated as the Residual Regular Interests in REMIC IIIIV and the Class R-IV Interest shall be designated as the Residual Interest in REMIC IV. Neither the The Trustee nor the Trust Administrator shall not permit the creation of any "interests" in any Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests Class CE Interest, the Class P Interest and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund caused by the Trustee (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master ServicerTrustee, as agent for all of REMIC I's, REMIC II's and REMIC IIIeach Trust REMIC's tax matters person person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall prepare, sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer Trustee without any right of reimbursement therefor. (e) . The Master Servicer shall perform provide on behalf a timely basis to the Trustee or its designee such information with respect to the assets of each of REMIC I, REMIC II the Trust Fund as is in its possession and REMIC III 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, as reasonably required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) Trustee to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating enable it to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of perform its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefromArticle. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of REMIC I, REMIC II and REMIC III created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Class CE Certificates and the Class P Certificates REMIC III Regular Interests shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates interest shall be designated as the Residual Interests Interest in REMIC III. Neither The REMIC IV Regular Interests shall be designated as the Regular Interests in REMIC IV and the R-IV interest shall be designated as the Residual Interest in REMIC IV. The Certificates (other than the Residual Certificates) shall be designated as the Regular Interests in REMIC V and the R-V interest shall be designated as the Residual Interest in REMIC V. The Trustee nor the Trust Administrator shall not permit the creation of any "“interests" ” in any REMIC I, REMIC II or REMIC III created hereunder (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the REMIC IV Regular Interests, and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each REMIC I, REMIC II and REMIC III created hereunder within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trustee shall pay out of its own funds, without any right of reimbursementfunds on deposit in the Distribution Account, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III created hereunder that involve the Internal Revenue Service or state tax authorities)) unless such expenses, other than professional fees or any administrative or judicial proceedings are incurred by reason of the expense of obtaining any tax related Opinion of Counsel except as specified hereinTrustee’s willful misfeasance, bad faith or negligence. The Master ServicerTrustee, as agent for all of REMIC I's, REMIC II's and REMIC III's the tax matters person for each REMIC formed hereby, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III created hereunder and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect theretothereto and will be entitled to reimbursement from the Trust Fund for any expenses incurred by the Trustee in connection therewith unless such administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority is incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence. The holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates shall be designated as the Residual Interests in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates shall be designated as the Residual Interests in REMIC II. The Class A Certificates, the Mezzanine Certificates, the Class CE Certificates and the Class P Certificates shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates shall be designated as the Residual Interests in REMIC III. Neither the The Trustee nor the Trust Administrator shall not permit the creation of any "interests" in REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Depositor shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master ServicerTrustee, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of the Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1301.6231(a)(7)-IT, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall prepare, sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer Trustee without any right of reimbursement therefor. (e) The Master Servicer Trustee shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer Trustee shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master ServicerTrustee, within ten (10) days after the Closing Date, all information or data that the Master Servicer Trustee reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, Servicer and the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, Servicer and the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have has received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer Trustee (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall not take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicableTrustee. At all times as may be required by the Code, the Trust Administrator, the Trustee, Trustee or the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XIX, (iiiii) to the Master Servicer or the related Servicer pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XIX, or (iviii) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer Trustee shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer Trustee stating the Master Servicer's or such ServicerTrustee's compliance with this Article XI.X. (i) The Master Servicer Trustee shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, Servicer and the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of Neither the Trustee, the Trust Administrator, Trustee nor the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such An election will be made by the Master Servicer on behalf Trustee to treat the segregated pool of assets consisting of the Trustee Mortgage Loans (other than Excess Interest payable thereon), such amounts with respect thereto as shall from time to time be held in the Certificate Accounts, the Interest Reserve Account, the Distribution Account and the Reserve Account, the Insurance Policies and any related amounts REO Account and any related REO Properties as a REMIC ("REMIC I") under the Code. Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates REMIC I Interests are issued. For the purposes of the REMIC election in respect of REMIC Isuch election, the REMIC I Regular Interests shall each be designated as the Regular Interests a separate class of "regular interests" in REMIC I and the Class R-I Certificates shall be designated as the Residual Interests sole class of "residual interests" in REMIC I. The An election will be made by the Trustee to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC ("REMIC II") under the Code. Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC II Interests are issued. For the purposes of such election, the REMIC II Regular Interests shall be designated as the Regular Interests "regular interests" in REMIC II and the Class R-II Certificates shall be designated as the Residual Interests sole class of the "residual interests" in REMIC II. The Class A CertificatesAn election will be made by the Trustee to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC ("REMIC III") under the Code. Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC III Certificates are issued. For purposes of such election, the Class CE Certificates A-1, Class A-1A, Class A-2, Class A-3, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class X and the Class P X-Y Certificates shall be designated as the Regular Interests "regular interests" in REMIC III and the Class R-III Certificates shall be designated as the Residual Interests sole class of "residual interests" in REMIC III. Neither the The Trustee nor the Trust Administrator shall not permit the creation of any "interests" in REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) in any of the REMIC Pools other than the REMIC I Regular Interests, the REMIC II Regular Interests Interests, the REMIC Regular Certificates and the interests represented by the Residual Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC I, REMIC II and REMIC III Pool within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trustee shall pay out all routine tax related expenses (not including any taxes, however denominated, including any additions to tax, penalties and interest) of its own fundseach REMIC Pool, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, excluding any professional fees or extraordinary expenses related to audits or any administrative or judicial proceedings with respect to any each REMIC I, REMIC II or REMIC III Pool that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign cause to be prepared, signed, and timely filed with the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform Internal Revenue Service, on behalf of each of REMIC I, REMIC II Pool and REMIC III all reporting and other tax compliance duties that are the responsibility of Class EI Grantor Trust an application for a taxpayer identification number for such REMIC under the CodePool or grantor trust on Internal Revenue Service Form SS-4. The Trustee, the REMIC Provisions or other compliance guidance issued by upon receipt from the Internal Revenue Service or any state or local taxing authority. Among its other dutiesof the Notice of Taxpayer Identification Number Assigned, as required by shall promptly forward a copy of such notice to the Code, the REMIC Provisions or other such compliance guidance, Depositor and the Master Servicer Servicers. The Trustee shall provide (i) prepare and file Form 8811 on behalf of each REMIC Pool and shall designate an appropriate Person to any Transferor respond to inquiries by or on behalf of a Residual Certificate such information as is necessary Certificateholders for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all related information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such An election will be made by the Master Servicer Paying Agent on behalf of the Trustee to treat the segregated pool of assets consisting of the Mortgage Loans (other than Excess Interest payable thereon), such amounts with respect thereto as shall from time to time be held in the Certificate Account, the Interest Reserve Account, the Distribution Account and the Reserve Account, the Insurance Policies and any related amounts REO Account and any related REO Properties as a REMIC ("REMIC I") under the Code, other than any portion of the foregoing amounts allocable to the Serviced Companion Loan. Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates REMIC I Interests are issued. For the purposes of the REMIC election in respect of REMIC Isuch election, the REMIC I Regular Interests shall each be designated as the Regular Interests a separate class of "regular interests" in REMIC I and the Class R-I Certificates shall be designated as the Residual Interests sole class of "residual interests" in REMIC I. The An election will be made by the Paying Agent to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC ("REMIC II") under the Code. Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC II Interests are issued. For the purposes of such election, the REMIC II Regular Interests shall be designated as the Regular Interests "regular interests" in REMIC II and the Class R-II Certificates shall be designated as the Residual Interests sole class of the "residual interests" in REMIC II. The Class A CertificatesAn election will be made by the Paying Agent to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC ("REMIC III") under the Code. Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC III Certificates are issued. For purposes of such election, the Class CE Certificates A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class X-1 and the Class P Certificates X-2 Certificates, shall be designated as the Regular Interests "regular interests" in REMIC III and the Class R-III Certificates shall be designated as the Residual Interests sole class of "residual interests" in REMIC III. Neither The Trustee and the Trustee nor the Trust Administrator Paying Agent shall not permit the creation of any "interests" in REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) in any of the REMIC Pools other than the REMIC I Regular Interests, the REMIC II Regular Interests Interests, the REMIC III Regular Certificates and the interests represented by the Residual Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC I, REMIC II and REMIC III Pool within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Paying Agent shall pay out all routine tax related expenses (not including any taxes, however denominated, including any additions to tax, penalties and interest) of its own fundseach REMIC Pool, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, excluding any professional fees or extraordinary expenses related to audits or any administrative or judicial proceedings with respect to any each REMIC I, REMIC II or REMIC III Pool that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer Paying Agent shall prepare cause to be prepared, signed, and timely filed with the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform Internal Revenue Service, on behalf of each of REMIC IPool, REMIC II and REMIC III all reporting and other tax compliance duties that are the responsibility of an application for a taxpayer identification number for such REMIC under the CodePool on Internal Revenue Service Form SS-4. The Paying Agent, the REMIC Provisions or other compliance guidance issued by upon receipt from the Internal Revenue Service or any state or local taxing authority. Among its other dutiesof the Notice of Taxpayer Identification Number Assigned, as required by shall promptly forward a copy of such notice to the Code, the REMIC Provisions or other such compliance guidance, Depositor and the Master Servicer Servicer. The Paying Agent shall provide (i) prepare and file Form 8811 on behalf of each REMIC Pool and shall designate an appropriate Person to any Transferor respond to inquiries by or on behalf of a Residual Certificate such information as is necessary Certificateholders for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all related information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of Trust REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests Interest in REMIC I. The For the purposes of the REMIC election in respect of REMIC II, the REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates Interest shall be designated as the Residual Interests Interest in REMIC II. The Class A CertificatesCertificates and the Mezzanine Certificates (other than the right to receive amounts from the Net WAC Rate Carryover Reserve Account or the Swap Account or the obligation to make payments to the Swap Account), the Class CE Certificates CE-1 Interest, the Class CE-2 Interest, the Class P Interest and the Class P Certificates Swap-IO Interest shall be designated as the Regular Interests in REMIC III and the Class R-III Interest shall be designated as the Residual Interest in REMIC III. The Class CE-1 Certificates shall be designated as the Residual Interests Regular Interest in REMIC IIIIV and the Class R-IV Interest shall be designated as the Residual Interest in REMIC IV. Neither The Class P Certificates shall be designated as the Regular Interest in REMIC V and the Class R-V Interest shall be designated as the Residual Interest in REMIC V. REMIC VI Regular Interest Swap-IO shall be designated as the Regular Interest in REMIC VI and the Class R-VI Interest shall be designated as the Residual Interest in REMIC VI. The Class CE-2 Certificates shall be designated as the Regular Interest in REMIC VII and the Class R-VII Interest shall be designated as the Residual Interest in REMIC VII. The Trustee nor the Trust Administrator shall not permit the creation of any "“interests" ” in any Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trustee shall pay out of its own funds, without any right of reimbursement, be reimbursed for any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than including the expense of obtaining any tax related Opinion of Counsel except as specified hereinrequired to be obtained hereunder. The Master ServicerTrustee, as agent for all of REMIC I's, REMIC II's and REMIC III's each Trust REMIC’s tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC Trust REMICs created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The An election will be made by the Certificate Administrator on behalf of the Trustee shall elect to treat each the segregated pool of REMIC Iassets consisting of the Mortgage Loans (other than any Excess Interest payable thereon), REMIC II such amounts with respect thereto as shall from time to time be held in the Collection Account, the Reserve Accounts and REMIC III the Distribution Account (exclusive of the Excess Interest Sub-account), the Insurance Policies and any related amounts in the REO Account and, to the extent of the Trust’s interest therein, any related REO Properties as a REMIC under the Code and(such REMIC being herein designated as “REMIC I”), if necessary, under applicable state lawother than any portion of the foregoing amounts allocable to a B Note or Serviced Companion Loan. Each such election Such elections will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates REMIC I Interests are issued. For the purposes of the REMIC election in respect of REMIC Isuch election, the REMIC I Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC I I, and the REMIC I Residual Interest (which shall be evidenced by the Class R-I Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC I. The An election will be made by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC under the Code (such REMIC being herein designated as “REMIC II”). Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC II Interests are issued. For the purposes of such election, the REMIC II Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC II II, and the REMIC II Residual Interest (which shall be evidenced by the Class R-II Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC II. The An election will be made by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC under the Code (such REMIC being herein designated as “REMIC III”). Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC III Interests are issued. For purposes of such election, the Class A A-0, Xxxxx X-0, Class A-AB, Class A-0, Xxxxx X-0, Class D, Class E, Class F, Class G and Class H Certificates, the EX XXXXX III Regular Interests, the Class CE Certificates J REMIC III Regular Interest and the Class P Certificates X REMIC III Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC III III, and the REMIC III Residual Interest (which shall be evidenced by the Class R-III Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC III. Neither The Trustee and the Trustee nor the Trust Certificate Administrator shall not permit the creation of any "“interests" in REMIC I, REMIC II or REMIC III ” (within the meaning of Section 860G of the Code) in any of the REMIC Pools other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the CertificatesREMIC III Interests. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each REMIC I, REMIC II and REMIC III Pool within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect Pursuant to treat each of the 000 Xxxxxx Xxxxxx Pari Passu REMIC IDeclaration, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such an election will be made by the Master Servicer on behalf Trustee to treat the segregated pool of assets consisting of the 000 Xxxxxx Xxxxxx Pari Passu Loan and all proceeds thereof or any real or personal property acquired with respect thereto as a REMIC (the "111 Eighth Avenue Pari Passu Loan REMIC") under the Code, other than any portion of the foregoing amounts allocable to a B Note or Serviced Companion Mortgage Loan. Such elections will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on December 31, 2005. For purposes of such election, the 000 Xxxxxx Xxxxxx Pari Passu Loan REMIC Regular Interests shall each be designated as the Class of "regular interests" in the 000 Xxxxxx Xxxxxx Pari Passu Loan REMIC and the Class R-EA Certificates shall be designated as the sole Class of "residual interests" in the 000 Xxxxxx Xxxxxx Pari Passu Loan REMIC. An election will be made by the Trustee to treat the segregated pool of assets consisting of the Majority Mortgage Loans, the 000 Xxxxxx Xxxxxx Pari Passu Loan REMIC Regular Interest, such amounts related to the Majority Mortgage Loans as shall from time to time be held in the Certificate Account and the Interest Reserve Account, such amounts related to the Majority Mortgage Loans and the 000 Xxxxxx Xxxxxx Pari Passu Loan REMIC Regular Interest as shall from time to time be held in the Distribution Account, the related Insurance Policies and any related REO Properties as a REMIC ("REMIC I") under the Code, other than any portion of the foregoing amounts allocable to a B Note or Serviced Companion Mortgage Loan. Such elections will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates REMIC I Interests are issued. For purposes of such election, the REMIC I Regular Interests shall each be designated as a separate Class of "regular interests" in REMIC I and the REMIC I Residual Interest shall be designated as the sole Class of "residual interests" in REMIC I. An election will be made by the Trustee to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC ("REMIC II") under the Code. Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC II Interests are issued. For the purposes of the REMIC election in respect of REMIC Isuch election, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates shall be designated as the Residual Interests in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests "regular interests" in REMIC II and the Class R-II Certificates shall be designated as the Residual Interests sole Class of the "residual interests" in REMIC II. The Class A CertificatesAn election will be made by the Trustee to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC ("REMIC III") under the Code. Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC III Certificates are issued. For purposes of such election, the Class CE Certificates and the A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4, Class A-J, Class X-1, Class X-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates shall be designated as the Regular Interests "regular interests" in REMIC III and the Class R-III Certificates shall be designated as the Residual Interests sole Class of "residual interests" in REMIC III. Neither the The Trustee nor the Trust Administrator shall not permit the creation of any "interests" in REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) in any of the REMIC Pools other than the 000 Xxxxxx Xxxxxx Pari Passu Loan REMIC Regular Interest, REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the interests represented by the Residual Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of Trust REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee Securities Administrator on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests “residual interest” in REMIC I. The For the purposes of the REMIC election in respect of REMIC II, the REMIC II Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC II and the Class R-II Certificates Interest shall be designated as the Residual Interests “residual interest” in REMIC II. The Class A Certificates, the Mezzanine Certificates, the Class P Certificates, Class IO Interest and the Class CE Certificates and (exclusive of any right to receive payments from the Class P Certificates Reserve Fund) shall be designated as the Regular Interests “regular interests” in REMIC III and the Class R-III Certificates Interest shall be designated as the Residual Interests “residual interest” in REMIC III. Neither the The Trustee nor the Trust Administrator shall not permit the creation of any "“interests" ” in each Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests Interests, Class IO Interest and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Securities Administrator shall pay out of its own funds, without any right of reimbursement, be reimbursed for any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any each Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than including the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master ServicerSecurities Administrator, as agent for all of REMIC I's, REMIC II's and REMIC III's each Trust REMIC’s tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Securities Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of REMIC I, REMIC II and REMIC III created hereunder as a REMIC under the Code and, if necessary, under applicable state lawlaw and as instructed by the Securities Administrator. Each such election will shall be made by the Master Servicer on behalf of the Trustee Securities Administrator on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Class CE Certificates and the Class P Certificates REMIC III Regular Interests shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates interest shall be designated as the Residual Interests Interest in REMIC III. Neither The REMIC IV Regular Interests shall be designated as the Regular Interests in REMIC IV and the R-IV interest shall be designated as the Residual Interest in REMIC IV. The Trustee nor the Trust Administrator shall not permit the creation of any "“interests" ” in any REMIC I, REMIC II or REMIC III formed hereby (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests, REMIC III Regular Interests and the interests represented by the REMIC IV Regular Interests and Class R Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each REMIC I, REMIC II and REMIC III created hereunder within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Securities Administrator shall pay out of its own funds, without any right of reimbursement, be reimbursed for any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any each REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than including the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master ServicerSecurities Administrator, as agent for all of REMIC I's, REMIC II's and REMIC III's each REMIC’s tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Securities Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer Securities Administrator shall prepare and file and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer Securities Administrator without any right of reimbursement therefor. (e) The Master Servicer Securities Administrator shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer Securities Administrator shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted TransfereeTransferee upon receipt of additional reasonable compensation, (ii) to the 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 (using the Prepayment Assumption prepayment assumption, as set forth in the Prospectus, as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will shall serve as the representative of REMIC I, REMIC II and REMIC IIIeach REMIC. The Depositor shall provide or cause to be provided to the Master ServicerSecurities Administrator, within ten (10) days after the Closing Date, all information or data that the Master Servicer Securities Administrator reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master ServicerTo the extent in the control of the Trustee or the Securities Administrator, each Servicer, the Trustee and the Trust Administrator such Person (i) shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator (ii) shall not take any action, cause the Trust Fund 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 (iA) endanger the status of each REMIC I, REMIC II or REMIC III as a REMIC or (iiB) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "“Adverse REMIC Event"”) unless such action or inaction is permitted under this Agreement or the Trustee and the Trust Securities Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer them (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator Trustee or the TrusteeSecurities Administrator) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC IIIREMIC, endanger such status or result in the imposition of such a tax, nor (iii) shall the Master Servicer or the Servicers Securities Administrator take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers Securities Administrator may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing any REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will Securities Administrator shall consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC IIIany REMIC, and neither the Master Servicer nor the Servicers Securities Administrator shall not take any such action or cause any REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel (and conclusively rely upon the advice of such counsel) to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "“prohibited transactions" ” of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "“net income from foreclosure property" ” of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 10.3 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XIX, (ii) to the Securities Administrator pursuant to Section 10.3 hereof, if such tax arises out of or results from a breach by the Securities Administrator of any of its obligations under this Article X, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 10.3 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or under this Article XIX, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, The Trustee and the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (ji) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 2.3 unless it shall have received an Opinion of Counsel addressed to it to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (kj) None of Neither the Trustee, Trustee nor the Trust Administrator, the Master Servicer or the Servicers Securities Administrator shall knowingly enter into any arrangement by which any REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor permit either any 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. (k) The Securities Administrator shall apply for an employer identification number with the Internal Revenue Service via a Form SS-4 or other comparable method for each REMIC. In connection with the foregoing, the Securities Administrator shall provide the name and address of the person who can be contacted to obtain information required to be reported to the holders of Regular Interests in each REMIC as required by IRS Form 8811. (l) The Securities Administrator shall treat the beneficial owners of Certificates (other than the Class P, Class CE and Class R Certificates) (the “LIBOR Certificates”) as having entered into a notional principal contract with respect to the beneficial owners of the Class CE Certificates. Pursuant to each such notional principal contract, all beneficial owners of LIBOR Certificates shall be treated as having agreed to pay, on each Distribution Date, to the beneficial owners of the Class 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 Master 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 Interest Accrual Period at the Pass-Through Rate for a Class, computed by substituting “REMIC Maximum Rate” for the applicable “Net WAC Pass-Through Rate” in the definition thereof, exceeds the amount of interest accrued for the related Interest Accrual Period based on the Net WAC Pass-Through Rate, and a Class I Shortfall payable from principal collections shall be allocated to the most subordinate Class of LIBOR 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 CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts from the Reserve Fund and the Supplemental Interest Trust to the beneficial owners of the LIBOR Certificates in accordance with the terms of this Agreement. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of regular interests in the Master 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 Net WAC Rate Carryover Amounts of $10,000 as of the Closing Date.

REMIC Administration. (a) The Trustee shall elect to treat each of Trust REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests Class A Certificates, the Class M-1 Certificates and the Class M-2 Certificates shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates Interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Class CE Certificates and the Class P M-3 Certificates shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates Interest shall be designated as the Residual Interests Interest in REMIC III. Neither The Class M-4 Certificates shall be designated as Regular Interests in REMIC IV and the Class R-IV Interest shall be designated as the Residual Interest in REMIC IV. The Class M-5 Certificates shall be designated as Regular Interests in REMIC V and the Class R-V Interest shall be designated as the Residual Interest in REMIC V. The Class CE Certificates shall be designated as Regular Interests in REMIC VI and the Class R-VI Interest shall be designated as the Residual Interest in REMIC VI. The Class P Certificates shall be designated as Regular Interests in REMIC VII and the Class R-VII Interest shall be designated as the Residual Interest in REMIC VII. The Trustee nor the Trust Administrator shall not permit the creation of any "interests" in any Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trustee shall pay out of its own funds, without any right of reimbursement, be reimbursed for any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any each Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than including the expense of obtaining any tax related Opinion of Counsel except as specified hereinrequired to be obtained hereunder. The Master ServicerTrustee, as agent for all of REMIC I's, REMIC II's and REMIC IIIeach Trust REMIC's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related each Trust REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall prepare, sign and the Trust Administrator shall file all of the Tax Returns (including Form 8811, which must be filed within 30 days following the Closing Date) in respect of each Trust REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer Trustee without any right of reimbursement therefor. (e) The Master Servicer Trustee shall perform on behalf of each of Trust REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer Trustee shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC IIIeach Trust REMIC. The Depositor shall provide or cause to be provided to the Master ServicerTrustee, within ten (10) days after the Closing Date, all information or data that the Master Servicer Trustee reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each Trust REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, action or cause the Trust Fund 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 each Trust REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have has received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer Trustee (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC IIITrust REMIC, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of Trust REMIC I, REMIC II or REMIC III or the respective assets of each, or causing any Trust REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any Trust REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall not take any such action or cause any Trust REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicableTrustee. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer Trustee will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such partythe Trustee's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any Trust REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XIX, (iiiii) to the Master Servicer or the related Servicer pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XIX, or (iviii) in all other cases, against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 19992004, the Master Servicer and each Servicer Trustee shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer Trustee stating the Master Servicer's or such ServicerTrustee's compliance with this Article XI.X. (i) The Master Servicer Trustee shall, for federal income tax purposes, maintain books and records with respect to each of Trust REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, neither the Master Servicer, the Servicers, Servicer nor the Trustee and the Trust Administrator shall not accept any contributions of assets to any of Trust REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject such any Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (k) None of Neither the Trustee, Trustee nor the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which any Trust REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor knowingly permit either any Trust 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.

REMIC Administration. (a) The Trustee Master Servicer shall elect to treat each of REMIC I, REMIC II and REMIC III created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Class CE Certificates and the Class P Certificates REMIC III Regular Interests shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates interest shall be designated as the Residual Interests Interest in REMIC III. Neither The REMIC IV Regular Interests shall be designated as the Trustee nor Regular Interests in REMIC IV and the Trust Administrator R-IV interest shall be designated as the Residual Interest in REMIC IV. The Certificates (other than the Residual Certificates) shall be designated as the Regular Interests in REMIC V and the R-V interest shall be designated as the Residual Interest in REMIC V. The Master Servicer shall not permit the creation of any "“interests" ” in any REMIC I, REMIC II or REMIC III created hereunder (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the REMIC IV Regular Interests, and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each REMIC I, REMIC II and REMIC III created hereunder within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer shall pay out of its own funds, without any right of reimbursementfunds on deposit in the Distribution Account, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III created hereunder that involve the Internal Revenue Service or state tax authorities)) unless such expenses, other than professional fees or any administrative or judicial proceedings are incurred by reason of the expense of obtaining any tax related Opinion of Counsel except as specified hereinMaster Servicer’s willful misfeasance, bad faith or negligence. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's the tax matters person for each REMIC formed hereby, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III created hereunder and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect theretothereto and will be entitled to reimbursement from the Trust Fund for any expenses incurred by the Master Servicer in connection therewith unless such administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority is incurred by reason of the Master Servicer’s willful misfeasance, bad faith or negligence. The holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee Securities Administrator shall elect to treat each of Trust REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee Securities Administrator on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests “residual interest” in REMIC I. The For the purposes of the REMIC election in respect of REMIC II, the REMIC II Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC II and the Class R-II Certificates Interest shall be designated as the Residual Interests “residual interest” in REMIC II. The Class A Certificates, the Mezzanine Certificates, the Class P Certificates, Class IO Interest and the Class CE Certificates and (exclusive of any right to receive payments from or obligation to make payments to the Class P Certificates Reserve Fund or the Supplement Interest Trust) shall be designated as the Regular Interests “regular interests” in REMIC III and the Class R-III Certificates Interest shall be designated as the Residual Interests “residual interest” in REMIC III. Neither the The Trustee nor the Trust Administrator shall not permit the creation of any "“interests" ” in each Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests Interests, Class IO Interest and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Securities Administrator shall pay out of its own funds, without any right of reimbursement, be reimbursed for any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any each Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than including the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master ServicerSecurities Administrator, as agent for all of REMIC I's, REMIC II's and REMIC III's each Trust REMIC’s tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Securities Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee Certificate Administrator shall elect make elections or cause elections to be made to treat each of Trust REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state lawApplicable State and Local Tax Law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Uncertificated Lower-Tier Interests and the Certificates are issued. For the purposes of the REMIC election in respect of REMIC Ithe Upper-Tier REMIC, the REMIC I Regular Interests shall be designated as each Class of the Regular Interests in REMIC I and the Class R-I Certificates shall be designated as the Residual Interests “regular interests” (or in REMIC I. The REMIC II Regular Interests the case of an exchange and conversion of Class A-S, Class B and Class C Certificates for Class EC Certificates, such “regular interests” shall be deemed to be held by the Trustee in uncertificated form unless reconverted to Class A-S, Class B and Class C Certificates) and the Class UR Interest shall be designated as the Regular sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Uncertificated Lower-Tier Interests in REMIC II and the Subordinate Loan-Specific Certificates shall be designated as a class of “regular interests” and the Class RLR Interest shall be designated as the sole class of “residual interests” in the Lower-II Tier REMIC. For purposes of the REMIC election in respect of the U-Haul Self Storage Pool 5 Trust Pari Passu Companion Loan REMIC, the Class UH5 Certificates shall be designated as the Residual Interests in REMIC II. The Class A Certificates, “regular interests” and an uncertificated interest represented by the Class CE Certificates and the Class P R Certificates shall be designated as the Regular Interests sole class of “residual interests” in REMIC III and the Class RU-III Certificates shall be designated as Haul Self Storage Pool 5 Trust Pari Passu Companion Loan REMIC. None of the Residual Interests in REMIC III. Neither Special Servicer, the Master Servicer nor the Trustee nor the Trust Administrator shall permit the creation of any "“interests" in REMIC I, REMIC II or REMIC III ” (within the meaning of Section 860G of the Code) in any Trust REMIC other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificatesforegoing interests. (b) The Closing Date is hereby designated as the "Startup Day" “startup day” of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Certificate Administrator shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the each Trust Fund REMIC in relation to any tax matter or controversy involving any of either such REMIC I, and shall represent each such REMIC II or REMIC III and (ii) 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 holder legal expenses, including without limitation attorneys’ or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust Fund and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans, the Trust Companion Loans and any REO Properties on deposit in the Certificate Account as provided by Section 3.05(a) unless such legal expenses and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder of the largest Percentage Interest of each in the Class of Residual R Certificates shall be designated, in the manner provided under Treasury regulations section Regulations Section 1.860F-4(d) and temporary Treasury regulations section Regulations Section 301.6231(a)(7)-1T, as the “tax matters person person” of the related REMIC created hereundereach Trust REMIC. By their acceptance thereof, the holder Holders of the largest Percentage Interest of each in the Class of Residual R Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate Certificate Administrator as its their agent to perform all of the duties of the “tax matters person person” for the Trust FundREMICs. (d) The Master Servicer Certificate Administrator shall prepare or cause to be prepared and the Trustee shall sign and the Trust Administrator shall file file, or cause to be filed, all of the Tax Returns in that it determines are required with respect of to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing and filing such returns shall be borne by the Master Servicer Certificate Administrator without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Residual Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual such Class R Certificate to any Person who is not a Permitted TransfereeDisqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the 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 (using the Prepayment Assumption as requiredAssumption) and (iii) to the Internal Revenue Service on Form 8811, within thirty (30) days after the Closing Date, the name, title, address and telephone number of the person “tax matters person” who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices each of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the CertificatesTrust REMICs created hereunder. (f) The Master Servicer, each Servicer, the Trustee and the Trust Certificate Administrator shall take such action actions and shall cause each REMIC created hereunder the Trust Fund to take such action actions as are reasonably within the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to create or maintain the status thereof of each Trust REMIC as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, Provisions and the Trustee and shall assist the Trust Certificate Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer shall not knowingly or intentionally take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any Trust REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”) (either such event, an "“Adverse REMIC Event"”) unless the Trustee and the Trust Certificate Administrator have received receives an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such action is in the best interest of the Trust Fund and the Certificateholders, at the expense of the Trust Fund, but in no event at the expense of the Trust Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust Fund, any of Trust REMIC I, REMIC II or REMIC IIIcreated hereunder, endanger such status or or, unless the Certificate Administrator determines in its sole discretion to indemnify the Trust Fund against such tax, result in the imposition of such a tax, nor tax (not including a tax on “net income from foreclosure property”). The Trustee shall the Master Servicer or the Servicers not take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Certificate Administrator and the Trustee may consult with counsel to make such written advice, and the cost of 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 at the expense of the Trustee Certificate Administrator or the Trust Administrator, as applicableTrustee. At all times as may be required by the Code, the Trust AdministratorCertificate Administrator will to the extent within its control and the scope of its duties more specifically set forth herein, the Trustee, the Master Servicer, or each Servicer will ensure that maintain substantially all of the assets of both each Trust REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax lawsTrust REMIC, such tax shall be charged (i) against amounts otherwise distributable to the Trust Administrator Holders of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 11.03 hereof860G(c) of the Code or any similar tax imposed by a state or local tax authority, if the Special Servicer shall retain in the related REO Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Certificate Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax arises out as is estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of or results from the Trust Fund (other than as a consequence of a breach by the Trust Administrator of any of its obligations under this Article XIAgreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (iix) in the case of the Uncertificated Lower-Tier Interests, to the Trustee pursuant Upper-Tier REMIC to the extent they are fully reimbursed for any Collateral Support Deficit arising therefrom and then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner specified in Section 11.03 hereof4.01(d) and (y) in the case of the Upper-Tier REMIC, if such tax arises out to the Holders of or results from a breach by the Trustee Principal Balance Certificates (without regard to any exchange and conversion of the Exchangeable Certificates for Class EC Certificates) in the manner specified in Section 4.01(a), to the extent they are fully reimbursed for any Collateral Support Deficit arising therefrom and then to the Holders of its obligations under this Article XIthe Class R Certificates in respect of the Class UR Interest. None of the Trustee, (iii) to the Certificate Administrator, the Master Servicer or the related Special Servicer pursuant shall be responsible for any taxes imposed on any Trust REMIC except to Section 11.03 hereof, if the extent such tax arises out taxes arise as a consequence of or results from a breach by the Master Servicer or such Servicer of any of its their respective obligations under Article III or this Article XIAgreement which breach constitutes willful misconduct, bad faith, or (iv) against amounts on deposit in the Distribution Account and shall be paid negligence by withdrawal therefromsuch party. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's The Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each of Trust REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basisbasis or as otherwise may be required by the REMIC Provisions. (ji) Following the Startup Day, neither the Master Servicer, the Servicers, Certificate Administrator nor the Trustee and the Trust Administrator shall not accept any contributions of assets to any of Trust REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it the Certificate Administrator and 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 the such Trust Fund REMIC will not (i) cause the related such Trust REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interests or Certificates are outstanding or (ii) subject such any of the Trust Fund or any Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (kj) None of Neither the Trustee, Certificate Administrator nor the Trust Administrator, the Master Servicer or the Servicers Trustee shall enter into any arrangement by which the Trust Fund or any Trust REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor permit either the Trust Fund or any Trust 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. (k) Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which the Certificate Balance or Notional Amount of each Class of Regular Certificates and the Class UH5 Certificates representing a “regular interest” in the Upper-Tier REMIC or the U-Haul Self Storage Pool 5 Trust Pari Passu Companion Loan REMIC and by which the Lower-Tier Principal Amount of each Class of Uncertificated Lower-Tier Interests or the Certificate Balances of each Class of Subordinate Loan-Specific Certificates representing a “regular interest” in the Lower-Tier REMIC would be reduced to zero is the date that is the Rated Final Distribution Date. (l) None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose of or substitute for any of the Mortgage Loans or Trust Companion Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan or Trust Companion Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans or Trust Companion Loans pursuant to Article II or Article III of this Agreement) or acquire any assets for the Trust Fund or any Trust REMIC or sell or dispose of any investments in the Certificate Account or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, has determined in its sole discretion to indemnify the Trust Fund against such tax, cause the Trust Fund or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.

REMIC Administration. (a) The Trustee Trust Administrator shall elect to treat each of REMIC I, REMIC II and REMIC III created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Each such Such election will be made by the Master Servicer Trust Administrator on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests Floating Rate Certificates, the Class CE Interest and the Class P Interest shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates Interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Class CE Certificates and the Class P Certificates shall be designated as the Regular Interests in REMIC III and the Class R-III Interest shall be designated as the Residual Interest in REMIC III. The Class P Certificates shall be designated as the Residual Regular Interests in REMIC IIIIV and the Class R-IV Interest shall be designated as the Residual Interest in REMIC IV. Neither the Trustee nor the Trust Administrator shall permit the creation of any "“interests" ” in any Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each Trust REMIC I, REMIC II and REMIC III created hereunder within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trust Administrator shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than and shall be entitled to reimbursement from the expense of obtaining any tax related Opinion of Counsel except as specified hereinTrust therefor to the extent permitted under Section 8.05. The Master ServicerTrust Administrator, as agent for all of REMIC I's, REMIC II's and REMIC III's any Trust REMIC’s tax matters person person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of the Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their its acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trust Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer Trust Administrator shall prepare and the Trustee at the direction of the Trust Administrator shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each the REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer Trust Administrator without any right of reimbursement therefor. The Servicer shall provide on a timely basis to the Trust Administrator or its designee such information with respect to the assets of the Trust Fund as is in its possession and reasonably required by the Trust Administrator to enable it to perform its obligations under this Article. (e) The Master Servicer Trust Administrator shall perform on behalf of each of any Trust REMIC I, REMIC II and REMIC III all reporting and other tax compliance duties that are the responsibility of such the REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authorityauthority including the filing of Form 8811 with the Internal Revenue Service within 30 days following the Closing Date. Among its other duties, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer Trust Administrator shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC IIIany Trust REMIC. The Servicer shall provide on a timely basis to the Trust Administrator such information with respect to the assets of the Trust Fund, including, without limitation, the Mortgage Loans, as is in its possession and reasonably required by the Trust Administrator to enable it to perform its obligations under this subsection. In addition, the Depositor shall provide or cause to be provided to the Master ServicerTrust Administrator, within ten (10) days after the Closing Date, all information or data that the Master Servicer Trust Administrator reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption Prepayment Assumption and projected cash flow of the Certificates. (f) The Master Servicer, each ServicerTrustee, the Trustee Trust Administrator, the Servicer and the Trust Administrator Holders of Certificates shall take such action and shall or cause each the Trust REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master ServicerTrustee, the Servicers, the Trustee and the Trust Administrator and the Servicer shall not take any action, action or cause the Trust Fund 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 each Trust REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "“Adverse REMIC Event"”) unless the Trustee and the Trust Administrator have has received an Opinion of Counsel, addressed to the Trustee, Trustee and the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator Trustee or the TrusteeTrust Administrator) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC IIITrust REMIC, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of Trust REMIC I, REMIC II or REMIC III or the respective assets of each, or causing any Trust REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its their designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any Trust REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall not take any such action or cause any Trust REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Trust Administrator and the Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "“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, to the extent such obligations are within such party's the Trustee’s, Trust Administrator’s or Servicer’s, as applicable, control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "“prohibited transactions" ” of any the REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "“net income from foreclosure property" ” of such the REMIC as defined in Section 860G(c) of the Code, on any contributions to any such the REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XIX, (ii) to the Trustee pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XIX, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XIX, or otherwise (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI[Reserved]. (i) The Master Servicer Trust Administrator shall, for federal income tax purposes, maintain books and records with respect to each of any Trust REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of Trust REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject such the REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (k) None of the Trustee, the Trust Administrator, the Master Servicer Administrator or the Servicers Servicer shall enter into any arrangement by which any Trust REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor permit either such 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.

REMIC Administration. (a) The An election will be made by the Certificate Administrator on behalf of the Trustee shall elect to treat each the segregated pool of REMIC Iassets consisting of the Mortgage Loans (other than Excess Interest payable thereon), REMIC II such amounts with respect thereto as shall from time to time be held in the Collection Account, the Reserve Accounts and REMIC III the Distribution Account (exclusive of the Excess Interest Sub-account), the Insurance Policies and any related amounts in the REO Account and, to the extent of the Trust’s interest therein, any related REO Properties as a REMIC under the Code and(such REMIC being herein designated as “REMIC I”), if necessary, under applicable state lawother than any portion of the foregoing amounts allocable to a B Note or Serviced Companion Loan. Each such election Such elections will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates REMIC I Interests are issued. For the purposes of the REMIC election in respect of REMIC Isuch election, the REMIC I Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC I I, and the REMIC I Residual Interest (which shall be evidenced by the Class R-I Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC I. The An election will be made by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC under the Code (such REMIC being herein designated as “REMIC II”). Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC II Interests are issued. For the purposes of such election, the REMIC II Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC II II, and the REMIC II Residual Interest (which shall be evidenced by the Class R-II Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC II. The An election will be made by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC under the Code (such REMIC being herein designated as “REMIC III”). Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC III Interests are issued. For purposes of such election, the Class A A-1, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates, the Class CE Certificates H REMIC III Regular Interest and the Class P Certificates X REMIC III Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC III III, and the REMIC III Residual Interest (which shall be evidenced by the Class R-III Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC III. Neither The Trustee and the Trustee nor the Trust Certificate Administrator shall not permit the creation of any "“interests" in REMIC I, REMIC II or REMIC III ” (within the meaning of Section 860G of the Code) in any of the REMIC Pools other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the CertificatesREMIC III Interests. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each REMIC I, REMIC II and REMIC III Pool within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee Certificate Administrator shall elect make elections or cause elections to be made to treat each of REMIC I, REMIC II and REMIC III the Trust REMICs as a REMIC under the Code and, if necessary, under applicable state lawApplicable State and Local Tax Law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Uncertificated Regular Interests and the Certificates are issued. For the purposes of the REMIC election in respect of REMIC Ithe Upper-Tier REMIC, the REMIC I Regular Interests shall be designated as each Class of the Regular Interests Certificates (exclusive of the portion of the Class NR Certificates representing an interest in REMIC I the Grantor Trust) and the Class R-I CSQ Certificates shall be designated as the Residual Interests “regular interests” (or in the case of an exchange and conversion of Class A-S, Class B and Class C Certificates for Class EC Certificates, such “regular interests” shall be deemed to be held by the Trustee in uncertificated form unless reconverted to Class A-S, Class B and Class C Certificates) and the Class UR Interest shall be designated as the sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC I. The REMIC II Regular election in respect of the Lower-Tier REMIC, each Class of Uncertificated Lower-Tier Interests shall be designated as the Regular Interests in REMIC II a class of “regular interests” and the Class R-II Certificates LR Interest shall be designated as the Residual sole class of “residual interests” in the Lower-Tier REMIC. For purposes of the REMIC election in respect of the Centreville Square Mortgage Loan REMIC, each Class of Uncertificated Centreville Square Interests in REMIC II. The Class A Certificates, the Class CE Certificates shall be designated as a class of “regular interests” and the Class P Certificates CS-R Interest shall be designated as the Regular Interests sole class of “residual interests” in REMIC III and the Class R-III Certificates shall be designated as Centreville Square Mortgage Loan REMIC. None of the Residual Interests in REMIC III. Neither Special Servicer, the Master Servicer nor the Trustee nor the Trust Administrator shall permit the creation of any "“interests" in REMIC I, REMIC II or REMIC III ” (within the meaning of Section 860G of the Code) in any Trust REMIC other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificatesforegoing interests. (b) The Closing Date is hereby designated as the "Startup Day" “startup day” of REMIC I, REMIC II and REMIC III each of the Trust REMICs within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Certificate Administrator shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the each Trust Fund REMIC in relation to any tax matter or controversy involving any of either such REMIC I, and shall represent each such REMIC II or REMIC III and (ii) 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 holder legal expenses, including without limitation attorneys’ or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust Fund and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans and any REO Properties on deposit in the Certificate Account as provided by Section 3.05(a) unless such legal expenses and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder of the largest Percentage Interest of each in the Class of Residual R Certificates shall be designated, in the manner provided under Treasury regulations section Regulations Section 1.860F-4(d) and temporary Treasury regulations section Regulations Section 301.6231(a)(7)-1T, as the “tax matters person person” of the related REMIC created hereundereach Trust REMIC. By their acceptance thereof, the holder Holders of the largest Percentage Interest of each in the Class of Residual R Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate Certificate Administrator as its their agent to perform all of the duties of the “tax matters person person” for the Trust FundREMICs. (d) The Master Servicer Certificate Administrator shall prepare or cause to be prepared and the Trustee shall sign and the Trust Administrator shall file file, or cause to be filed, all of the Tax Returns in that it determines are required with respect to each of each REMIC the Trust REMICs created hereunder, and shall cause the Trustee to sign (and the Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing and filing such returns shall be borne by the Master Servicer Certificate Administrator without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Residual Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual such Class R Certificate to any Person who is not a Permitted TransfereeDisqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the 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 (using the Prepayment Assumption as requiredAssumption) and (iii) to the Internal Revenue Service on Form 8811, within thirty (30) days after the Closing Date, the name, title, address and telephone number of the person “tax matters person” who will serve as the representative of each Trust REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificatescreated hereunder. (f) The Master Servicer, each Servicer, the Trustee and the Trust Certificate Administrator shall take such action actions and shall cause each REMIC created hereunder the Trust Fund to take such action actions as are reasonably within the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to create or maintain the status thereof of each Trust REMIC as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, Provisions and the Trustee and shall assist the Trust Certificate Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer shall not knowingly or intentionally take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any Trust REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”) (either such event, an "“Adverse REMIC Event"”) unless the Trustee and the Trust Certificate Administrator have received receives an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such action is in the best interest of the Trust Fund and the Certificateholders, at the expense of the Trust Fund, but in no event at the expense of the Trust Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust Fund, or any of Trust REMIC I, REMIC II or REMIC IIIcreated hereunder, endanger such status or or, unless the Certificate Administrator determines in its sole discretion to indemnify the Trust Fund against such tax, result in the imposition of such a tax, nor tax (not including a tax on “net income from foreclosure property”). The Trustee shall the Master Servicer or the Servicers not take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Certificate Administrator and the Trustee may consult with counsel to make such written advice, and the cost of 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 at the expense of the Trustee Certificate Administrator or the Trust Administrator, as applicableTrustee. At all times as may be required by the Code, the Trust AdministratorCertificate Administrator will to the extent within its control and the scope of its duties more specifically set forth herein, the Trustee, the Master Servicer, or each Servicer will ensure that maintain substantially all of the assets of both REMIC I and REMIC II will consist each of "the Trust REMICs 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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax lawsTrust REMIC, such tax shall be charged (i) against amounts otherwise distributable to the Trust Administrator Holders of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 11.03 hereof860G(c) of the Code or any similar tax imposed by a state or local tax authority, if the Special Servicer shall retain in the related REO Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Certificate Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax arises out as is estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of or results from the Trust Fund (other than as a consequence of a breach by the Trust Administrator of any of its obligations under this Article XIAgreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to the Trust REMICs after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (iix) in the case of the Uncertificated Regular Interests, to the Trustee pursuant Upper-Tier REMIC to the extent they are fully reimbursed for any Collateral Support Deficit arising therefrom and then to the Holders of the Class R Certificates in respect of the Class LR Interest and Class CS-R Interest, as applicable, in the manner specified in Section 11.03 hereof4.01(d) and 4.01A and (y) in the case of the Upper-Tier REMIC, if such tax arises out to the Holders of or results from a breach by the Trustee Principal Balance Certificates (without regard to any exchange and conversion of the Exchangeable Certificates for Class EC Certificates) in the manner specified in Section 4.01(a), to the extent they are fully reimbursed for any Collateral Support Deficit arising therefrom and then to the Holders of its obligations under this Article XIthe Class R Certificates in respect of the Class UR Interest. None of the Trustee, (iii) to the Certificate Administrator, the Master Servicer or the related Special Servicer pursuant shall be responsible for any taxes imposed on any Trust REMIC except to Section 11.03 hereof, if the extent such tax arises out taxes arise as a consequence of or results from a breach by the Master Servicer or such Servicer of any of its their respective obligations under Article III or this Article XIAgreement which breach constitutes willful misconduct, bad faith, or (iv) against amounts on deposit in the Distribution Account and shall be paid negligence by withdrawal therefromsuch party. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's The Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each of REMIC I, REMIC II and REMIC III the Trust REMICs on a calendar year and on an accrual basisbasis or as otherwise may be required by the REMIC Provisions. (ji) Following the Startup Day, neither the Master Servicer, the Servicers, Certificate Administrator nor the Trustee and the Trust Administrator shall not accept any contributions of assets to any of Trust REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it the Certificate Administrator and 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 the such Trust Fund REMIC will not (i) cause the related such Trust REMIC to fail to qualify as a REMIC at any time that any Uncertificated Regular Interests or Certificates are outstanding or (ii) subject such any of the Trust Fund or any Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (kj) None of Neither the Trustee, Certificate Administrator nor the Trust Administrator, the Master Servicer or the Servicers Trustee shall enter into any arrangement by which the Trust Fund or any Trust REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor permit either the Trust Fund or any Trust 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. (k) Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which (i) the Certificate Balance or Notional Amount of each Class of Regular Certificates (and the Class CSQ Certificates) representing a “regular interest” in the Upper-Tier REMIC (ii) the Lower-Tier Principal Amount of each Class of Uncertificated Lower-Tier Interests representing a “regular interest” in the Lower-Tier REMIC and (iii) the Original Centreville Square Principal Amount of each Class of Uncertificated Centreville Square Interests representing a “regular interest” in Centreville Square Mortgage Loan REMIC would be reduced to zero is the date that is the Rated Final Distribution Date. (l) None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement) or acquire any assets for the Trust Fund or any Trust REMIC or sell or dispose of any investments in the Certificate Account or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, has determined in its sole discretion to indemnify the Trust Fund against such tax, cause the Trust Fund or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.

REMIC Administration. (a) The Trustee shall elect to treat each of REMIC I, REMIC II and REMIC III created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Class CE Certificates and the Class P Certificates REMIC III Regular Interests shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates interest shall be designated as the Residual Interests Interest in REMIC III. Neither The REMIC IV Regular Interests shall be designated as the Regular Interests in REMIC IV and the R-IV interest shall be designated as the Residual Interest in REMIC IV. The REMIC V Regular Interests shall be designated as the Regular Interests in REMIC V and the R-V interest shall be designated as the Residual Interest in REMIC V. The REMIC VI Regular Interests shall be designated as the Regular Interests in REMIC VI and the R-VI interest shall be designated as the Residual Interest in REMIC VI. The Certificates (other than the Residual Certificates) shall be designated as the Regular Interests in REMIC VII and the R-VII interest shall be designated as the Residual Interest in REMIC VII. The Trustee nor the Trust Administrator shall not permit the creation of any "“interests" ” in any REMIC I, REMIC II or REMIC III created hereunder (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests, REMIC III Regular Interests, REMIC IV Regular Interests, REMIC V Regular Interests, REMIC VI Regular Interests and REMIC VII Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each REMIC I, REMIC II and REMIC III created hereunder within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trustee shall pay out of its own funds, without any right of reimbursementfunds on deposit in the Distribution Account, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III created hereunder that involve the Internal Revenue Service or state tax authorities)) unless such expenses, other than professional fees or any administrative or judicial proceedings are incurred by reason of the expense of obtaining any tax related Opinion of Counsel except as specified hereinTrustee’s willful misfeasance, bad faith or negligence. The Master ServicerTrustee, as agent for all of REMIC I's’s, REMIC II's ’s, REMIC III’s, REMIC IV’s, REMIC V’s, REMIC VI’s and REMIC III's VII’s tax matters person persons, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III created hereunder and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect theretothereto and will be entitled to reimbursement from the Trust Fund for any expenses incurred by the Trustee in connection therewith unless such administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority is incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence. The holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect make elections to treat each of REMIC I, REMIC II and REMIC III the Trust Fund as a REMIC two REMICs under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election elections in respect of REMIC Ithe Trust Fund, the REMIC I Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC I and I, the Class R-I Certificates shall be designated as the Residual Interests sole class of “residual interests” in REMIC I. The REMIC II I, the Regular Interests Certificates shall be designated as the Regular Interests “regular interests” in REMIC II II, and the Class R-II Certificates shall be designated as the Residual Interests sole class of “residual interests” in REMIC II. The Class A Certificates, the Class CE Certificates Master Servicer and the Class P Certificates Trustee shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates shall be designated as the Residual Interests in REMIC III. Neither the Trustee nor the Trust Administrator shall not permit the creation of any "“interests" in REMIC I, REMIC II or REMIC III ” (within the meaning of Section 860G of the Code) in any REMIC other than the REMIC I Regular InterestsCertificates and the Class R Certificates. Within 30 days after the Closing Date, the REMIC II Regular Interests Trustee shall prepare and file with the interests represented by Internal Revenue Service Form 8811, “Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations” for each REMIC. The Trustee will apply for an Employee Identification Number from the CertificatesIRS via form SS-4 or any other acceptable method for all tax entities. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each REMIC I, REMIC II and REMIC III created hereunder within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified hereinherein and except that the Trustee shall be entitled to be reimbursed from the Collection Account for any professional fees and expenses related to any non-routine audits or any administrative or judicial proceedings that do not result from any breach of its tax duties under this Section 9.01. The Master ServicerTrustee, as agent for all of REMIC I'sthe Trust Fund’s Tax Matters Person, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III the Trust Fund and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates of each REMIC shall be designated as the Tax Matters Person (as defined in the REMIC Provisions) hereby agrees to irrevocably appoint the Master Servicer Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person Tax Matters Person for the Trust Fundeach REMIC. (d) The Master Servicer shall prepare and the Trustee shall prepare, sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer Trustee without any right of reimbursement therefor. The Master Servicer shall provide on a timely basis to the Trustee or its designee such information with respect to the assets of the Trust Fund as is in its possession and reasonably required by the Trustee to enable it to perform its obligations under this Article IX. (e) The Master Servicer Trustee shall perform on behalf of each of REMIC I, REMIC II and REMIC III the Trust Fund all reporting and other tax compliance duties that are the responsibility of such REMIC the Trust Fund 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer Trustee shall provide (i) to any Transferor of a Residual Certificate Certificate, at such Transferor’s expense, such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC IIIthe Trust Fund. The Master Servicer shall provide on a timely basis to the Trustee such information with respect to the assets of the Trust Fund, including, without limitation, the Mortgage Loans, as is in its possession and reasonably required by the Trustee to enable it to perform its obligations under this subsection. In addition, the Depositor shall provide or cause to be provided to the Master ServicerTrustee, within ten (10) days after the Closing Date, all information or data that the Master Servicer Trustee reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each ServicerTo the extent that the affairs of the Trust Fund are within its control and the scope of its specific responsibilities under this Agreement, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC the Trust Fund created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC two REMICs under the REMIC ProvisionsProvisions (and the Master Servicer shall assist it, to the extent reasonably requested by it). The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not knowingly take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III the Trust Fund as a REMIC two REMICs or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "“Adverse REMIC Event"”) unless the Trustee and the Trust Administrator have has received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer Trustee (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC IIIthe Trust Fund created hereunder, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III the Trust Fund or the respective assets of eachthe Trust Fund, or causing REMIC I, REMIC II or REMIC III the Trust Fund to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, counsel with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC IIIthe Trust Fund, and neither the Master Servicer nor the Servicers shall not take any such action or cause REMIC I, REMIC II or REMIC III the Trust Fund to take any such action as to which the Trustee or the Trust Administrator counsel has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "“prohibited transactions" ” of any REMIC the Trust Fund created hereunder as defined in Section 860F(a)(2) of the Code, on the "“net income from foreclosure property" ” of such either REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC the Trust Fund after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 9.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XIIX, (iiiii) to the Master Servicer or the related Servicer pursuant to Section 11.03 9.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XIIX, or otherwise, (iii) to the Master Servicer as provided in Section 3.05 and (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefromtherefrom to the extent not required to be paid by the Master Servicer or the Trustee pursuant to another provision of this Agreement. (h) On or before April 15 of each calendar year, commencing April 15, 19992007, the Trustee shall deliver to the Master Servicer and each Servicer shall deliver to each the Rating Agency an Officer's a Certificate from a Responsible Officer of the Master Servicer and each Servicer Trustee stating (without regard to any action taken by any party other than the Master Servicer's or such Servicer's Trustee) the Trustee’s compliance with this Article XIIX. (i) The Master Servicer Trustee shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III the Trust Fund on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III the Trust Fund other than in connection with any Qualified Eligible Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel (which shall be at the expense of the party requesting to make such contribution and not at the expense of the Trustee) to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC Trust Fund to fail to qualify as a REMIC two REMICs at any time that any Certificates are outstanding or subject such REMIC the Trust Fund to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (k) None of Neither the Trustee, the Trust Administrator, Trustee nor the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III the Trust Fund will receive a fee or other compensation for services nor knowingly permit either REMIC the Trust Fund 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.

REMIC Administration. (a) The Trustee Securities Administrator shall elect to treat each of REMIC I, REMIC II and REMIC III created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests Certificates (other than the Residual Certificates) shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Class CE Certificates and the Class P Certificates shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates shall be designated as the Residual Interests in REMIC III. Neither the Trustee nor the Trust Securities Administrator shall not permit the creation of any "“interests" ” in any REMIC I, REMIC II or REMIC III created hereunder (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each REMIC I, REMIC II and REMIC III created hereunder within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Securities Administrator shall pay out of its own funds, without any right of reimbursementfunds on deposit in the Distribution Account, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III created hereunder that involve the Internal Revenue Service or state tax authorities)) unless such expenses, other than professional fees or any administrative or judicial proceedings are incurred by reason of the expense of obtaining any tax related Opinion of Counsel except as specified hereinSecurities Administrator’s willful misfeasance, bad faith or negligence. The Master ServicerSecurities Administrator, as agent for all of REMIC I's, REMIC II's and REMIC III's the tax matters person for each REMIC formed hereby, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III created hereunder and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect theretothereto and will be entitled to reimbursement from the Trust Fund for any expenses incurred by the Securities Administrator in connection therewith unless such administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority is incurred by reason of the Securities Administrator’s willful misfeasance, bad faith or negligence. The holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Securities Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of Trust REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates Interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Mezzanine Certificates, the Class S Certificates, the Class CE Certificates and the Class P Certificates shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates Interest shall be designated as the Residual Interests Interest in REMIC III. Neither the Trustee nor the Trust Administrator shall permit the creation of any "interests" in any Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trust Administrator shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund caused by the Trust Administrator (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master ServicerTrust Administrator, as agent for all of REMIC I's, REMIC II's and REMIC IIIeach Trust REMIC's tax matters person person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.301.6231(a)

REMIC Administration. (a) The An election will be made by the Certificate Administrator on behalf of the Trustee shall elect to treat each the segregated pool of REMIC Iassets consisting of the Mortgage Loans (other than Excess Interest payable thereon), REMIC II such amounts with respect thereto as shall from time to time be held in the Collection Account, the Reserve Accounts and REMIC III the Distribution Account (exclusive of the Excess Interest Sub-account), the Insurance Policies and any related amounts in the REO Account and, to the extent of the Trust’s interest therein, any related REO Properties as a REMIC under the Code and(such REMIC being herein designated as “REMIC I”), if necessary, under applicable state lawother than any portion of the foregoing amounts allocable to a B Note or Serviced Companion Loan. Each such election Such elections will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates REMIC I Interests are issued. For the purposes of the REMIC election in respect of REMIC Isuch election, the REMIC I Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC I I, and the REMIC I Residual Interest (which shall be evidenced by the Class R-I Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC I. The An election will be made by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC under the Code (such REMIC being herein designated as “REMIC II”). Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC II Interests are issued. For the purposes of such election, the REMIC II Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC II II, and the REMIC II Residual Interest (which shall be evidenced by the Class R-II Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC II. The An election will be made by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC under the Code (such REMIC being herein designated as “REMIC III”). Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC III Interests are issued. For purposes of such election, the Class A A-1, Class A-2, Class A-0, Xxxxx X-0, Class D, Class E, Class F, Class G and Class H Certificates, the Class CE Certificates J REMIC III Regular Interest, the Class PST REMIC III Regular Interests and the Class P Certificates X REMIC III Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC III III, and the REMIC III Residual Interest (which shall be evidenced by the Class R-III Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC III. Neither The Trustee and the Trustee nor the Trust Certificate Administrator shall not permit the creation of any "“interests" in REMIC I, REMIC II or REMIC III ” (within the meaning of Section 860G of the Code) in any of the REMIC Pools other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the CertificatesREMIC III Interests. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each REMIC I, REMIC II and REMIC III Pool within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such An election will be made by the Master Servicer Paying Agent on behalf of the Trustee to treat the segregated pool of assets consisting of the Majority Mortgage Loans, the Mall at Millenia Pari Passu Loan REMIC Regular Interest, such amounts related to the Majority Mortgage Loans as shall from time to time be held in the Certificate Account and the Interest Reserve Account, such amounts related to the Majority Mortgage Loans and the Mall at Millenia Pari Passu Loan REMIC Regular Interest as shall from time to time be held in the Distribution Account, the related Insurance Policies and any related REO Properties as a REMIC ("REMIC I") under the Code, other than any portion of the foregoing amounts allocable to a B Note or Serviced Companion Mortgage Loan. Such elections will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates REMIC I Interests are issued. For purposes of such election, the REMIC I Regular Interests shall each be designated as a separate Class of "regular interests" in REMIC I and the REMIC I Residual Interest shall be designated as the sole Class of "residual interests" in REMIC I. The Trustee shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any of the REMICs other than the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Residual Certificates. An election will be made by the Paying Agent to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC ("REMIC II") under the Code. Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC II Interests are issued. For the purposes of the REMIC election in respect of REMIC Isuch election, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates shall be designated as the Residual Interests in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests "regular interests" in REMIC II and the Class R-II Certificates shall be designated as the Residual Interests sole Class of the "residual interests" in REMIC II. The Class A CertificatesAn election will be made by the Paying Agent to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC ("REMIC III") under the Code. Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC III Certificates are issued. For purposes of such election, the Class CE Certificates and the A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class X-1, Class X-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates shall be designated as the Regular Interests "regular interests" in REMIC III and the Class R-III Certificates shall be designated as the Residual Interests sole Class of "residual interests" in REMIC III. Neither the Trustee nor the Trust Administrator The Paying Agent shall not permit the creation of any "interests" in REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) in any of the REMIC Pools other than the Mall at Millenia Pari Passu Loan REMIC Regular Interest, REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the interests represented by the Residual Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of Trust REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will shall be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, (i) the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and (ii) the Class R-I Certificates Interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II Class A Certificates and the Class R-II Mezzanine Certificates shall be designated as (exclusive of any amounts received from the Residual Interests in REMIC II. The Class A CertificatesNet WAC Rate Carryover Reserve Account), the Class CE Certificates and the Class P Certificates shall be designated as the Regular Interests in REMIC III II and the Class R-III Certificates II Interest shall be designated as the Residual Interests Interest in REMIC IIIII. Neither the The Trustee nor the Trust Administrator shall not permit the creation of any "interests" in any Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund caused by the Trustee (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master ServicerTrustee, as agent for all of REMIC I's, REMIC II's and REMIC IIIeach Trust REMIC's tax matters person person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder Holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder Holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee Trust Administrator shall elect to treat each of REMIC I, REMIC II and REMIC III created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Each such Such election will be made by the Master Servicer Trust Administrator on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates Interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Floating Rate Certificates, the Class CE Certificates Interest, the Class IO Interest and the Class P Certificates Interest shall be designated as the Regular Interests in REMIC III and the Class R-III Interest shall be designated as the Residual Interest in REMIC III. The Class CE Certificates shall be designated as the Residual Regular Interests in REMIC IIIIV and the Class R-IV Interest shall be designated as the Residual Interest in REMIC IV. The Class P Certificates shall be designated as the Regular Interests in REMIC V and the Class R-V Interest shall be designated as the Residual Interest in REMIC V. REMIC VI Regular Interest SWAP IO shall be designated as the Regular Interests in REMIC VI and the Class R-VI Interest shall be designated as the Residual Interest in REMIC VI. Neither the Trustee nor the Trust Administrator shall permit the creation of any "“interests" ” in any Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each Trust REMIC I, REMIC II and REMIC III created hereunder within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trust Administrator shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than and shall be entitled to reimbursement from the expense of obtaining any tax related Opinion of Counsel except as specified hereinTrust therefor to the extent permitted under Section 8.05. The Master ServicerTrust Administrator, as agent for all of REMIC I's, REMIC II's and REMIC III's any Trust REMIC’s tax matters person person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of the Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their its acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trust Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of Trust REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates Interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Mezzanine Certificates, the Swap-IO Interest, the Class CE Certificates Interest and the Class P Certificates Interest shall be designated as the Regular Interests in REMIC III and the Class R-III Interest shall be designated as the Residual Interest in REMIC III. The CE Certificates shall be designated as the Residual Regular Interests in REMIC IIIIV and the Class R-IV Interest shall be designated as the Residual Interest in REMIC IV. Neither The P Certificates shall be designated as the Regular Interests in REMIC V and the Class R-V Interest shall be designated as the Residual Interest in REMIC V. REMIC VI Regular Interest SWAP-IO shall be designated as the Regular Interest in REMIC VI and the Class R-VI Interest shall be designated as the Residual Interest in REMIC VI. The Trustee nor the Trust Administrator shall not permit the creation of any "“interests" ” in any Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests Interests, the Class CE Interest, the Class P Interest, the Swap-IO Interest and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trustee shall pay out of its own funds, without any right of reimbursement, be reimbursed for any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than including the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master ServicerTrustee, as agent for all of REMIC I's, REMIC II's and REMIC III's each Trust REMIC’s tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of the Residual Certificates shall be designated, in the manner provided under Treasury regulations section Regulations Section 1.860F-4(d) and Treasury regulations section Regulations Section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of Trust REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will shall be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests Class A Certificates, the Mezzanine Certificates, the Class CE Interest and the Class P Interest shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates Interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Class CE Certificates and the Class P Certificates shall be designated as the Regular Interests in REMIC III and the Class R-III Interest shall be designated as the Residual Interest in REMIC III. The P Certificates shall be designated as the Residual Regular Interests in REMIC IIIIV and the Class R-IV Interest shall be designated as the Residual Interest in REMIC IV. Neither the The Trustee nor the Trust Administrator shall not permit the creation of any "interests" in any Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests Class CE Interest, the Class P Interest and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund caused by the Trustee (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master ServicerTrustee, as agent for all of REMIC I's, REMIC II's and REMIC IIIeach Trust REMIC's tax matters person person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall prepare, sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer Trustee without any right of reimbursement therefor.. The Master Servicer shall provide on a timely basis to the Trustee or its designee such information with respect to the assets of the Trust Fund as is in its possession and reasonably required by the Trustee to enable it to perform its obligations under this Article. 159 (e) The Master Servicer Trustee shall perform on behalf of each of Trust REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer Trustee shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will shall serve as the representative of REMIC I, REMIC II and REMIC IIIeach Trust REMIC. The Master Servicer shall provide on a timely basis to the Trustee such information with respect to the assets of the Trust Fund, including, without limitation, the Mortgage Loans, as is in its possession and reasonably required by the Trustee to enable each of them to perform their respective obligations under this subsection. In addition, the Depositor shall provide or cause to be provided to the Master ServicerTrustee, within ten (10) days after the Closing Date, all information or data that the Master Servicer Trustee reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC ProvisionsProvisions (and the Master Servicer shall assist it, to the extent reasonably requested by it). The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 Trust REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator NIMS Insurer have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer Trustee (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will shall not, with respect to any of REMIC I, REMIC II or REMIC IIITrust REMIC, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator NIMS Insurer has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of Trust REMIC I, REMIC II or REMIC III or the respective assets of each, or causing any Trust REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will shall consult with the Trustee and Trustee, the Trust Administrator NIMS Insurer or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC IIIany Trust REMIC, and neither the Master Servicer nor the Servicers shall not take any such action or cause any Trust REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and Trustee or the Trustee NIMS Insurer may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicableTrustee. At all times as may be required by the Code, the Trust Administrator, Master Servicer on behalf of the Trustee, the Master Servicer, or each Servicer will Trustee shall ensure that substantially all of the assets of both any Trust REMIC I and REMIC II will shall consist of "qualified mortgages" as defined 160 in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XIX, (iiiii) to the Master Servicer or the related Servicer pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XIX, or otherwise (iviii) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 15th of each calendar year, commencing April 15, 19992005, the Master Servicer and each Servicer Trustee shall deliver to the Master Servicer, the NIMS Insurer and each Rating Agency an Officer's a Certificate from a Responsible Officer of the Master Servicer and each Servicer stating Trustee stating, without regard to any action taken by any party other than the Master Servicer's or such ServicerTrustee, the Trustee's compliance with this Article XI.X. (i) The Master Servicer Trustee shall, for federal income tax purposes, maintain books and records with respect to each of Trust REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. The Trustee shall apply for an Employer Identification Number for the Trust Fund from the Internal Revenue Service via a Form SS-4 or such other form as is appropriate. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of Trust REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will shall not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of Neither the Trustee, the Trust Administrator, Trustee nor the Master Servicer or the Servicers shall enter into any arrangement by which any Trust REMIC I, REMIC II or REMIC III will shall receive a fee or other compensation for services nor permit either any such REMIC to receive any income from assets other than the Mortgage Pool which are deemed to constitute "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.

REMIC Administration. (a) The An election will be made by the Certificate Administrator on behalf of the Trustee shall elect to treat each the segregated pool of REMIC Iassets consisting of the Mortgage Loans (other than Excess Interest payable thereon), REMIC II such amounts with respect thereto as shall from time to time be held in the Collection Account, the Reserve Accounts and REMIC III the Distribution Account (exclusive of the Excess Interest Sub-account), the Insurance Policies and any related amounts in the REO Account and, to the extent of the Trust’s interest therein, any related REO Properties as a REMIC under the Code and(such REMIC being herein designated as “REMIC I”), if necessary, under applicable state lawother than any portion of the foregoing amounts allocable to a B Note or Serviced Companion Loan. Each such election Such elections will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates REMIC I Interests are issued. For the purposes of the REMIC election in respect of REMIC Isuch election, the REMIC I Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC I I, and the REMIC I Residual Interest (which shall be evidenced by the Class R-I Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC I. The An election will be made by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC under the Code (such REMIC being herein designated as “REMIC II”). Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC II Interests are issued. For the purposes of such election, the REMIC II Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC II II, and the REMIC II Residual Interest (which shall be evidenced by the Class R-II Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC II. The An election will be made by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC under the Code (such REMIC being herein designated as “REMIC III”). Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC III Interests are issued. For purposes of such election, the Class A A-1, Class A-2, Class A-3, Xxxxx X-0, Xlass D, Class E, Class F, Class G and Class H Certificates, the EC Trust REMIC III Regular Interests, the Class CE Certificates J REMIC III Regular Interest and the Class P Certificates X REMIC III Regular Interests shall be designated as the Regular Interests “regular interests” in REMIC III III, and the REMIC III Residual Interest (which shall be evidenced by the Class R-III Certificates R Certificates) shall be designated as the Residual Interests sole class of “residual interests” in REMIC III. Neither The Trustee and the Trustee nor the Trust Certificate Administrator shall not permit the creation of any "“interests" in REMIC I, REMIC II or REMIC III ” (within the meaning of Section 860G of the Code) in any of the REMIC Pools other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the CertificatesREMIC III Interests. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each REMIC I, REMIC II and REMIC III Pool within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of REMIC I, REMIC II and REMIC III created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Each such Such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests Floating Rate Certificates, the Fixed Rate Certificates, the Class CE Interest and the Class P Interest shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates Interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Class CE Certificates and the Class P Certificates shall be designated as the Regular Interests in REMIC III and the Class R-III Interest shall be designated as the Residual Interest in REMIC III. The Class P Certificates shall be designated as the Residual Regular Interests in REMIC IIIIV and the Class R-IV Interest shall be designated as the Residual Interest in REMIC IV. Neither the Trustee nor the Trust Administrator shall permit the creation of any "“interests" ” in any Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each Trust REMIC I, REMIC II and REMIC III created hereunder within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trust Administrator shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than and shall be entitled to reimbursement from the expense of obtaining any tax related Opinion of Counsel except as specified hereinTrust therefor to the extent permitted under Section 8.05. The Master ServicerTrust Administrator, as agent for all of REMIC I's, REMIC II's and REMIC III's any Trust REMIC’s tax matters person person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of the Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their its acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trust Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such An election will be made by the Master Servicer Paying Agent on behalf of the Trustee to treat the segregated pool of assets consisting of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and the Distribution Account, the Insurance Policies and any REO Properties as a REMIC ("REMIC I") under the Code, other than any portion of the foregoing amounts allocable to a B Note or Serviced Companion Mortgage Loan. Such elections will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates REMIC I Interests are issued. For the purposes of the REMIC election in respect of REMIC Isuch election, the REMIC I Regular Interests shall each be designated as the Regular Interests a separate Class of "regular interests" in REMIC I and the Class R-I Certificates shall be designated as the Residual Interests sole Class of "residual interests" in REMIC I. The Trustee and the Paying Agent shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any of the REMIC Pools other than the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Residual Certificates. An election will be made by the Paying Agent to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC ("REMIC II") under the Code. Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC II Interests are issued. For the purposes of such election, the REMIC II Regular Interests shall be designated as the Regular Interests "regular interests" in REMIC II and the Class R-II Certificates shall be designated as the Residual Interests sole Class of the "residual interests" in REMIC II. The Class A CertificatesAn election will be made by the Paying Agent to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC ("REMIC III") under the Code. Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC III Certificates are issued. For purposes of such election, the Class CE Certificates A-1, Class A-2, Class A-3, Class A-4, Class X-1 (each Class X-1 Certificate representing multiple "regular interests" in REMIC III, as set forth in the Preliminary Statement), Class X-2 (each Class X-2 Certificate representing multiple "regular interests" in REMIC III, as set forth in the Preliminary Statement), Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N and the Class P O Certificates shall be designated as the Regular Interests "regular interests" in REMIC III and the Class R-III Certificates shall be designated as the Residual Interests in REMIC III. Neither the Trustee nor the Trust Administrator shall permit the creation sole Class of any "residual interests" in REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the CertificatesIII. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC I, REMIC II and REMIC III Pool within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Paying Agent shall pay out all routine tax related expenses (not including any taxes, however denominated, including any additions to tax, penalties and interest) of its own fundseach REMIC Pool, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, excluding any professional fees or extraordinary expenses related to audits or any administrative or judicial proceedings with respect to any each REMIC I, REMIC II or REMIC III Pool that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer Paying Agent shall prepare cause to be prepared, signed, and timely filed with the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform Internal Revenue Service, on behalf of each of REMIC IPool, REMIC II and REMIC III all reporting and other tax compliance duties that are the responsibility of an application for a taxpayer identification number for such REMIC under the CodePool on Internal Revenue Service Form SS-4. The Paying Agent, the REMIC Provisions or other compliance guidance issued by upon receipt from the Internal Revenue Service or any state or local taxing authority. Among its other dutiesof the Notice of Taxpayer Identification Number Assigned, as required by shall promptly forward a copy of such notice to the Code, the REMIC Provisions or other such compliance guidance, Depositor and the Master Servicer Servicer. The Paying Agent shall provide (i) prepare and file Form 8811 on behalf of each REMIC Pool and shall designate an appropriate Person to any Transferor respond to inquiries by or on behalf of a Residual Certificate such information as is necessary Certificateholders for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all related information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state lawlaw and as instructed by the Securities Administrator. Each such election will shall be made by the Master Servicer on behalf of the Trustee Securities Administrator on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates Component R-1 shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests Interest shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates Component R-2 shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, Certificates (other than the Class CE Certificates and the Class P Certificates R Certificates) shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates Component R-3 shall be designated as the Residual Interests Interest in REMIC III. Neither the The Trustee nor the Trust Administrator shall not permit the creation of any "interests" in each Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Securities Administrator shall pay out of its own funds, without any right of reimbursement, be reimbursed for any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any each REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than including the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master ServicerSecurities Administrator, as agent for all of REMIC I's, REMIC II's and REMIC IIIeach REMIC's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Securities Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee Trust Administrator shall elect to treat each of REMIC I, REMIC II and REMIC III created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Each such Such election will be made by the Master Servicer Trust Administrator on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates Interest shall be designated as the Residual Interests Interest in REMIC II. The Class A CertificatesFloating Rate Certificates (exclusive of any right to receive distributions from or obligation to make payments to the Net WAC Rate Carryover Reserve Account in respect of the Net WAC Rate Carryover Amount or the Swap Account), the Class CE Certificates Interest, the Class IO Interest and the Class P Certificates Interest shall be designated as the Regular Interests in REMIC III and the Class R-III Interest shall be designated as the Residual Interest in REMIC III. The Class CE Certificates (exclusive of any right to receive distributions from or obligation to make payments to the Net WAC Rate Carryover Reserve Account in respect of the Net WAC Rate Carryover Amount or the Swap Account) shall be designated as the Regular Interests in REMIC IV and the Class R-IV Interest shall be designated as the Residual Interest in REMIC IV. The Class P Certificates shall be designated as the Residual Regular Interests in REMIC IIIV and the Class R-V Interest shall be designated as the Residual Interest in REMIC V. REMIC VI Regular Interest SWAP IO shall be designated as the Regular Interests in REMIC VI and the Class R-VI Interest shall be designated as the Residual Interest in REMIC VI. Neither the Trustee nor the Trust Administrator shall permit the creation of any "“interests" ” in any Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each Trust REMIC I, REMIC II and REMIC III created hereunder within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trust Administrator shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than and shall be entitled to reimbursement from the expense of obtaining any tax related Opinion of Counsel except as specified hereinTrust therefor to the extent permitted under Section 8.05. The Master ServicerTrust Administrator, as agent for all of REMIC I's, REMIC II's and REMIC III's any Trust REMIC’s tax matters person person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of the Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their its acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trust Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer Trust Administrator shall prepare and the Trustee at the direction of the Trust Administrator shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each the REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer Trust Administrator without any right of reimbursement therefor. The Servicer shall provide on a timely basis to the Trust Administrator or its designee such information with respect to the assets of the Trust Fund as is in its possession and reasonably required by the Trust Administrator to enable it to perform its obligations under this Article. (e) The Master Servicer Trust Administrator shall perform on behalf of each of any Trust REMIC I, REMIC II and REMIC III all reporting and other tax compliance duties that are the responsibility of such the REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authorityauthority including the filing of Form 8811 with the Internal Revenue Service within 30 days following the Closing Date. Among its other duties, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer Trust Administrator shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC IIIany Trust REMIC. The Servicer shall provide on a timely basis to the Trust Administrator such information with respect to the assets of the Trust Fund, including, without limitation, the Mortgage Loans, as is in its possession and reasonably required by the Trust Administrator to enable it to perform its obligations under this subsection. In addition, the Depositor shall provide or cause to be provided to the Master ServicerTrust Administrator, within ten (10) days after the Closing Date, all information or data that the Master Servicer Trust Administrator reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption Prepayment Assumption and projected cash flow of the Certificates. (f) The Master Servicer, each ServicerTrustee, the Trustee Trust Administrator, the Servicer and the Trust Administrator Holders of Certificates shall take such action and shall or cause each the Trust REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master ServicerTrustee, the Servicers, the Trustee and the Trust Administrator and the Servicer shall not take any action, action or cause the Trust Fund 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 each Trust REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "“Adverse REMIC Event"”) unless the Trustee and the Trust Administrator have has received an Opinion of Counsel, addressed to the Trustee, Trustee and the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator Trustee or the TrusteeTrust Administrator) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC IIITrust REMIC, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of Trust REMIC I, REMIC II or REMIC III or the respective assets of each, or causing any Trust REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its their designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any Trust REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall not take any such action or cause any Trust REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Trust Administrator and the Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "“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, to the extent such obligations are within such party's the Trustee’s, Trust Administrator’s or Servicer’s, as applicable, control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "“prohibited transactions" ” of any the REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "“net income from foreclosure property" ” of such the REMIC as defined in Section 860G(c) of the Code, on any contributions to any such the REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XIX, (ii) to the Trustee pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XIX, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XIX, or otherwise (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI[Reserved]. (i) The Master Servicer Trust Administrator shall, for federal income tax purposes, maintain books and records with respect to each of any Trust REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of Trust REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject such the REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (k) None of the Trustee, the Trust Administrator, the Master Servicer Administrator or the Servicers Servicer shall enter into any arrangement by which any Trust REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor permit either such 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.

REMIC Administration. (a) The Trustee Trust Administrator shall elect to treat each of REMIC I, REMIC II and REMIC III created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Class CE Certificates and the Class P Certificates REMIC III Regular Interests shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates interest shall be designated as the Residual Interests Interest in REMIC III. Neither the The Trustee nor the Trust Administrator shall not permit the creation of any "“interests" ” in any REMIC I, REMIC II or REMIC III created hereunder (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, Interests and the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each REMIC I, REMIC II and REMIC III created hereunder within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trust Administrator shall pay out of its own funds, without any right of reimbursementfunds on deposit in the Distribution Account, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III created hereunder that involve the Internal Revenue Service or state tax authorities)) unless such expenses, other than professional fees or any administrative or judicial proceedings are incurred by reason of the expense of obtaining any tax related Opinion of Counsel except as specified hereinTrust Administrator’s willful misfeasance, bad faith or negligence. The Master ServicerTrust Administrator, as agent for all of REMIC I's, REMIC II's and REMIC III's the tax matters person for each REMIC formed hereby, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III created hereunder and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect theretothereto and will be entitled to reimbursement from the Trust Fund for any expenses incurred by the Trust Administrator in connection therewith unless such administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority is incurred by reason of the Trust Administrator’s willful misfeasance, bad faith or negligence. The holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trust Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of Trust REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates Interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Mezzanine Certificates, the Swap-IO Interest, the Class CE Certificates Interest and the Class P Certificates Interest shall be designated as the Regular Interests in REMIC III and the Class R-III Interest shall be designated as the Residual Interest in REMIC III. The CE Certificates shall be designated as the Residual Regular Interests in REMIC IIIIV and the Class R-IV Interest shall be designated as the Residual Interest in REMIC IV. Neither The P Certificates shall be designated as the Regular Interests in REMIC V and the Class R-V Interest shall be designated as the Residual Interest in REMIC V. REMIC VI Regular Interest SWAP-IO shall be designated as the Regular Interest in REMIC VI and the Class R-VI Interest shall be designated as the Residual Interest in REMIC VI. The Trustee nor the Trust Administrator shall not permit the creation of any "“interests" ” in any Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests Interests, the Class CE Interest, the Class P Interest, the Swap-IO Interest and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trust Administrator shall pay out of its own funds, without any right of reimbursement, be reimbursed for any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than including the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master ServicerTrust Administrator, as agent for all of REMIC I's, REMIC II's and REMIC III's each Trust REMIC’s tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of the Residual Certificates shall be designated, in the manner provided under Treasury regulations section Regulations Section 1.860F-4(d) and Treasury regulations section Regulations Section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trust Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of REMIC I, REMIC II and REMIC III created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Class CE Certificates and the Class P Certificates REMIC III Regular Interests shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates interest shall be designated as the Residual Interests Interest in REMIC III. Neither The REMIC IV Regular Interests shall be designated as the Regular Interests in REMIC IV and the R-IV interest shall be designated as the Residual Interest in REMIC IV. The Certificates (other than the Residual Certificates) shall be designated as the Regular Interests in REMIC V and the R-V interest shall be designated as the Residual Interest in REMIC VII. The Trustee nor the Trust Administrator shall not permit the creation of any "“interests" ” in any REMIC I, REMIC II or REMIC III created hereunder (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests, REMIC III Regular Interests, REMIC IV Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each REMIC I, REMIC II and REMIC III created hereunder within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trustee shall pay out of its own funds, without any right of reimbursementfunds on deposit in the Distribution Account, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III created hereunder that involve the Internal Revenue Service or state tax authorities)) unless such expenses, other than professional fees or any administrative or judicial proceedings are incurred by reason of the expense of obtaining any tax related Opinion of Counsel except as specified hereinTrustee’s willful misfeasance, bad faith or negligence. The Master ServicerTrustee, as agent for all of REMIC I's’s, REMIC II's ’s, REMIC III’s, REMIC IV’s and REMIC III's V’s tax matters person persons, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III created hereunder and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect theretothereto and will be entitled to reimbursement from the Trust Fund for any expenses incurred by the Trustee in connection therewith unless such administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority is incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence. The holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee REMIC Administrator shall elect make an election to treat each of REMIC I, REMIC II and REMIC III all REMICs created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the The REMIC I Regular Interests shall be designated as the Regular Interests in REMIC "regular interests" and Component I and of the Class R-I R Certificates shall be designated as the Residual Interests sole Class of "residual interests" in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC "regular interests" and Component II and of the Class R-II R Certificates shall be designated as the Residual Interests sole Class of "residual interests" in REMIC II. The Class A Certificates, REMIC III Regular Interests shall be designated as the "regular interests" and Component III of the Class CE Certificates and the Class P R Certificates shall be designated as the sole Class of "residual interests" in REMIC III. The REMIC IV Regular Interests in REMIC III shall be designated as the "regular interests" and Component IV of the Class R-III R Certificates shall be designated as the Residual Interests sole Class of "residual interests" in REMIC IIIIV. Neither The REMIC Administrator and the Trustee nor the Trust Administrator shall not permit the creation of any "interests" in REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) in REMIC I, REMIC II, REMIC III or REMIC IV other than the REMIC I Regular Interests, the REMIC II Regular Interests Interests, the REMIC III Regular Interests, REMIC IV Regular Interest IO and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "Startup Daystartup day" of each of REMIC I, REMIC II and REMIC III created hereunder within the meaning of Section 860G(a)(9) of the CodeCode (the "Startup Date"). (c) The Master Servicer REMIC Administrator shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit hold a Class R Certificate in each REMIC representing a 0.01% Percentage Interest of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings Class R Certificates in each REMIC and shall be designated as the "tax matters person" with respect to any each REMIC I, REMIC II or REMIC III that involve in the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified hereinmanner provided under Treasury regulations Section 1.860F-4(d) and Treasury regulations Section 301.6231(a)(7)-1. The Master ServicerREMIC Administrator, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person person, shall (i) act on behalf of the Trust Fund each REMIC in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III the Trust Fund and (ii) 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 holder legal expenses, including without limitation attorneys' or accountants' fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the largest Percentage Interest of each Class of Residual Certificates Trust Fund and the REMIC Administrator shall be designated, entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans on deposit in the manner Custodial Account as provided under Treasury regulations section 1.860F-4(d) by Section 3.10 unless such legal expenses and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person costs are incurred by reason of the related REMIC created hereunderAdministrator's willful misfeasance, bad faith or gross negligence. By their acceptance thereof, If the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint REMIC Administrator is no longer the Master Servicer or an Affiliate hereunder, at its option the REMIC Administrator may continue its duties as its agent REMIC Administrator and shall be paid reasonable compensation not to perform all of exceed $3,000 per year by any successor Master Servicer hereunder for so acting as the duties of the tax matters person for the Trust FundREMIC Administrator. (d) The Master Servicer REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines are required with respect to the REMICs created hereunder and deliver such Tax Returns in a timely manner to the Trustee and the Trustee shall sign and the Trust Administrator shall file all of the such Tax Returns in respect of each REMIC created hereundera timely manner. The expenses of preparing and filing such returns shall be borne by the Master Servicer REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Trustee with respect to any tax or liability arising from the Trustee's signing of Tax Returns that contain errors or omissions. The Trustee and Master Servicer shall promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC Administrator to prepare Tax Returns. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer Administrator shall provide (i) to any Transferor of a Residual Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Class R Certificate to any Person who is not a Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount discount, if any, and market discount or premium (using the Prepayment Assumption as requiredAssumption) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificatescreated hereunder. (f) The Master Servicer, each Servicer, the Trustee Servicer and the Trust REMIC Administrator shall take such action actions and shall cause each REMIC created hereunder to take such action actions as are reasonably within the Master Servicer's or the REMIC Administrator's control and the scope of its duties more specifically set forth herein as shall be necessary or desirable to create or maintain the status thereof as a REMIC under the REMIC ProvisionsProvisions (and the Trustee shall assist the Master Servicer and the REMIC Administrator, to the extent reasonably requested by the Master Servicer and the REMIC Administrator to do so). The Master ServicerIn performing their duties as more specifically set forth herein, the Servicers, the Trustee Master Servicer and the Trust REMIC Administrator shall not knowingly or intentionally take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to be taken) any action reasonably within their respective control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC I, REMIC II or REMIC III created hereunder as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund any REMIC created hereunder (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code (except as provided in Section 2.04) and the tax on contributions to a REMIC 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 and Master Servicer or the Trust Administrator have REMIC Administrator, as applicable, has received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Master Servicer or the REMIC Administrator, as applicable, determines that taking such action is in the best interest of the Trust Fund and the Certificateholders, at the expense of the Trust Fund, but in no event at the expense of the Trust Master Servicer, the REMIC Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC IIIthe Trust Fund created hereunder, endanger such status or, unless the Master Servicer or the REMIC Administrator or both, as applicable, determine in its or their sole discretion to indemnify the Trust Fund against the imposition of such a tax, result in the imposition of such a tax. Wherever in this Agreement a contemplated action may not be taken because the timing of such action might result in the imposition of a tax on the Trust Fund, nor or may only be taken pursuant to an Opinion of Counsel that such action would not impose a tax on the Trust Fund, such action may nonetheless be taken provided that the indemnity given in the preceding sentence with respect to any taxes that might be imposed on the Trust Fund has been given and that all other preconditions to the taking of such action have been satisfied. The Trustee shall the Master Servicer or the Servicers not take or fail to take any action (whether or not authorized hereunder) as to which the Trustee Master Servicer or the Trust Administrator REMIC Administrator, as applicable, has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counselinaction, as the case may be. In addition, prior to taking any action with respect to any of REMIC I, REMIC II the Trust Fund or REMIC III or the respective assets of eachits assets, or causing REMIC I, REMIC II or REMIC III the Trust Fund to take any action, which is not contemplated expressly permitted under the terms of this Agreement, the Master Servicer and the Servicers will Trustee shall consult with the Trustee and Master Servicer or the Trust Administrator REMIC Administrator, as applicable, or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, the Trust Fund and neither the Master Servicer nor the Servicers Trustee shall not take any such action or cause REMIC I, REMIC II or REMIC III the Trust Fund to take any such action as to which the Trustee Master Servicer or the Trust Administrator REMIC Administrator, as applicable, has advised it in writing that an Adverse REMIC Event could occur; provided that the . The Master Servicer and or the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee REMIC Administrator, as applicable, may consult with counsel to make such written advice, and the cost of 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 at the expense of the Trustee Master Servicer or the Trust REMIC Administrator, as applicable. At all times as may be required by the Code, the Trust Master Servicer or the REMIC Administrator, as applicable, will to the Trusteeextent within its control and the scope of its duties more specifically set forth herein, the Master Servicer, or each Servicer will ensure that maintain substantially all of the assets of both the REMIC I and REMIC II will consist of 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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such any REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereofMaster Servicer, if such tax arises out of or results from a breach by the Trust Master Servicer in its role as Master Servicer or REMIC Administrator of any of its obligations under this Article XIAgreement or the Master Servicer has in its sole discretion determined to indemnify the Trust Fund against such tax, (ii) to the Trustee pursuant to Section 11.03 hereofTrustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XIX, or (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) otherwise against amounts on deposit in the Custodial Account as provided by Section 3.10 and on the Distribution Account and Date(s) following such reimbursement the aggregate of such taxes shall be paid by withdrawal therefromallocated in reduction of the Accrued Certificate Interest on each Class entitled thereto in the same manner as if such taxes constituted a Prepayment Interest Shortfall. (h) On or before April 15 of each calendar year, commencing April 15, 1999, The Trustee and the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basisbasis or as otherwise may be required by the REMIC Provisions. (ji) Following the Startup DayDate, neither the Master Servicer, the Servicers, Servicer nor the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with unless (subject to Section 2.03 unless it 10.01(f)) the Master Servicer and 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 the Trust Fund any REMIC will not cause the related any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject any such REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (kj) None of the Trustee, the Trust Administrator, Neither the Master Servicer or nor the Servicers Trustee shall (subject to Section 10.01(f)) enter into any arrangement by which any REMIC I, REMIC II or REMIC III created hereunder will receive a fee or other compensation for services nor permit either any REMIC created hereunder 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. (k) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity date" by which the principal balance of each regular interest in each REMIC would be reduced to zero is November 25, 2036, which is the Distribution Date in the month following the last scheduled payment on any Mortgage Loan. (l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare and file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for the Trust Fund. (m) Neither the Trustee nor the Master Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of any REMIC pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or acquire any assets for any REMIC or sell or dispose of any investments in the Custodial Account or the Certificate Account for gain, or accept any contributions to any REMIC after the Closing Date unless it has received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of any REMIC created hereunder as a REMIC or (b) unless the Master Servicer has determined in its sole discretion to indemnify the Trust Fund against such tax, cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

REMIC Administration. (a) The Trustee shall elect to treat each of REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such An election will be made by the Master Servicer Paying Agent on behalf of the Trustee to treat the segregated pool of assets consisting of the Mortgage Loans (other than Excess Interest payable thereon), such amounts with respect thereto as shall from time to time be held in a Certificate Account, the Reserve Account, the Interest Reserve Account and the Distribution Account (exclusive of the Excess Interest Sub-account), the Insurance Policies and any related amounts in the REO Account and any related REO Properties as a REMIC ("REMIC I") under the Code, other than any portion of the foregoing amounts allocable to a B Note or Serviced Companion Mortgage Loan. Such elections will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates REMIC I Interests are issued. For the purposes of the REMIC election in respect of REMIC Isuch election, the REMIC I Regular Interests shall each be designated as the Regular Interests a separate Class of "regular interests" in REMIC I and the Class R-I Certificates shall be designated as the Residual Interests sole Class of "residual interests" in REMIC I. The An election will be made by the Paying Agent to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC ("REMIC II") under the Code. Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC II Interests are issued. For the purposes of such election, the REMIC II Regular Interests shall be designated as the Regular Interests "regular interests" in REMIC II and the Class R-II Certificates shall be designated as the Residual Interests sole Class of the "residual interests" in REMIC II. The Class A CertificatesAn election will be made by the Paying Agent to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC ("REMIC III") under the Code. Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the REMIC III Certificates are issued. For purposes of such election, the Class CE Certificates A-1, Class X-0X, Xxxxx X-0X, Xxxxx X-0X, Class A-AB, Class A-3, Class X-0X, Xxxxx X-0X, Xxxxx X-X, Class X-1, Class X-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and the Class P S Certificates shall be designated as the Regular Interests "regular interests" in REMIC III and the Class R-III Certificates shall be designated as the Residual Interests sole Class of "residual interests" in REMIC III. Neither The Trustee and the Trustee nor the Trust Administrator Paying Agent shall not permit the creation of any "interests" in REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) in any of the REMIC Pools other than the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the interests represented by the Residual Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates shall be designated as the Residual Interests in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates shall be designated as the Residual Interests in REMIC II. The Class A Certificates, the Mezzanine Certificates, the Class CE Certificates and the Class P Certificates shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates shall be designated as the Residual Interests in REMIC III. Neither the The Trustee nor the Trust Administrator shall not permit the creation of any "interests" in REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any of REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master ServicerTrustee, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates shall be designated as the Residual Interests in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates shall be designated as the Residual Interests in REMIC II. The Class A Certificates, the Mezzanine Certificates, the Class CE Certificates and the Class P Certificates shall be designated as the Regular Interests in REMIC III and the Class R-III Certificates shall be designated as the Residual Interests in REMIC III. Neither the The Trustee nor the Trust Administrator shall not permit the creation of any "interests" in REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any of REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master ServicerTrustee, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall prepare, sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer Trustee without any right of reimbursement therefor. The Master Servicer shall provide on a timely basis to the Trustee or its designee such information with respect to the assets of the Trust Fund as is in its possession and reasonably required by the Trustee to enable it to perform its obligations under this Article. (e) The Master Servicer Trustee shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer Trustee shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Master Servicer shall provide on a timely basis to the Trustee such information with respect to the assets of the Trust Fund, including, without limitation, the Mortgage Loans, as is in its possession and reasonably required by the Trustee to enable it to perform its obligations under this subsection. In addition, the Depositor shall provide or cause to be provided to the Master ServicerTrustee, within ten (10) days after the Closing Date, all information or data that the Master Servicer Trustee reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC ProvisionsProvisions (and the Master Servicer shall assist it, to the extent reasonably requested by it). The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have has received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer Trustee (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall not take any such action or cause either REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicableTrustee. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer Trustee will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XIX, (iiiii) to the Master Servicer or the related Servicer pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XIX, or otherwise (iviii) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 ________ of each calendar year, commencing April 15______________, 1999, the Trustee shall deliver to the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's a Certificate from a Responsible Officer of the Master Servicer and each Servicer Trustee stating the Master Servicer's or such ServicerTrustee's compliance with this Article XI.X. (i) The Master Servicer Trustee shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of Neither the Trustee, the Trust Administrator, Trustee nor the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor permit either any such 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.

REMIC Administration. (a) The Trustee REMIC Administrator shall elect make an election to treat each of REMIC I, REMIC II and REMIC III all REMICs created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the The REMIC I Regular Interests shall be designated as the Regular Interests in REMIC "regular interests" and Component I and of the Class R-I R Certificates shall be designated as the Residual Interests sole Class of "residual interests" in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC "regular interests" and Component II and of the Class R-II R Certificates shall be designated as the Residual Interests sole Class of "residual interests" in REMIC II. The Class A Certificates, REMIC III Regular Interests shall be designated as the "regular interests" and Component III of the Class CE Certificates and the Class P R Certificates shall be designated as the sole Class of "residual interests" in REMIC III. The REMIC IV Regular Interests in REMIC III shall be designated as the "regular interests" and Component IV of the Class R-III R Certificates shall be designated as the Residual Interests sole Class of "residual interests" in REMIC IIIIV. Neither The REMIC Administrator and the Trustee nor the Trust Administrator shall not permit the creation of any "interests" in REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) in REMIC I, REMIC II, REMIC III or REMIC IV other than the REMIC I Regular Interests, the REMIC II Regular Interests Interests, the REMIC III Regular Interests, REMIC IV Regular Interest IO and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "Startup Daystartup day" of each of REMIC I, REMIC II and REMIC III created hereunder within the meaning of Section 860G(a)(9) of the CodeCode (the "Startup Date"). (c) The Master Servicer REMIC Administrator shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit hold a Class R Certificate in each REMIC representing a 0.01% Percentage Interest of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings Class R Certificates in each REMIC and shall be designated as the "tax matters person" with respect to any each REMIC I, REMIC II or REMIC III that involve in the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified hereinmanner provided under Treasury regulations Section 1.860F-4(d) and Treasury regulations Section 301.6231(a)(7)-1. The Master ServicerREMIC Administrator, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person person, shall (i) act on behalf of the Trust Fund each REMIC in relation to any tax matter or controversy involving any of REMIC I, REMIC II or REMIC III the Trust Fund and (ii) 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 holder legal expenses, including without limitation attorneys' or accountants' fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the largest Percentage Interest of each Class of Residual Certificates Trust Fund and the REMIC Administrator shall be designated, entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans on deposit in the manner Custodial Account as provided under Treasury regulations section 1.860F-4(d) by Section 3.10 unless such legal expenses and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person costs are incurred by reason of the related REMIC created hereunderAdministrator's willful misfeasance, bad faith or gross negligence. By their acceptance thereof, If the holder of the largest Percentage Interest of each Class of Residual Certificates hereby agrees to irrevocably appoint REMIC Administrator is no longer the Master Servicer or an Affiliate hereunder, at its option the REMIC Administrator may continue its duties as its agent REMIC Administrator and shall be paid reasonable compensation not to perform all of exceed $3,000 per year by any successor Master Servicer hereunder for so acting as the duties of the tax matters person for the Trust FundREMIC Administrator. (d) The Master Servicer REMIC Administrator shall prepare and the Trustee shall sign and the Trust Administrator shall file or cause to be prepared all of the Tax Returns that it determines are required with respect to the REMICs created hereunder and the Supplemental Interest Trust and deliver such Tax Returns in respect of each REMIC created hereundera timely manner to the Trustee or the Supplemental Interest Trust Trustee, as applicable, and the Trustee or the Supplemental Interest Trust Trustee, as applicable, shall sign and file such Tax Returns in a timely manner. The expenses of preparing and filing such returns shall be borne by the Master Servicer REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Trustee and the Supplemental Interest Trust Trustee with respect to any tax or liability arising from the Trustee's or the Supplemental Interest Trust Trustee's signing of Tax Returns that contain errors or omissions. The Trustee, the Supplemental Interest Trust Trustee and the Master Servicer shall promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC Administrator to prepare Tax Returns. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer Administrator shall provide (i) to any Transferor of a Residual Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Class R Certificate to any Person who is not a Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount discount, if any, and market discount or premium (using the Prepayment Assumption as requiredAssumption) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificatescreated hereunder. (f) The Master Servicer, each Servicer, the Trustee Servicer and the Trust REMIC Administrator shall take such action actions and shall cause each REMIC created hereunder to take such action actions as are reasonably within the Master Servicer's or the REMIC Administrator's control and the scope of its duties more specifically set forth herein as shall be necessary or desirable to create or maintain the status thereof as a REMIC under the REMIC ProvisionsProvisions (and the Trustee shall assist the Master Servicer and the REMIC Administrator, to the extent reasonably requested by the Master Servicer and the REMIC Administrator to do so). The Master ServicerIn performing their duties as more specifically set forth herein, the Servicers, the Trustee Master Servicer and the Trust REMIC Administrator shall not knowingly or intentionally take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to be taken) any action reasonably within their respective control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC I, REMIC II or REMIC III created hereunder as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund any REMIC created hereunder (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code (except as provided in Section 2.04) and the tax on contributions to a REMIC 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 and Master Servicer or the Trust Administrator have REMIC Administrator, as applicable, has received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Master Servicer or the REMIC Administrator, as applicable, determines that taking such action is in the best interest of the Trust Fund and the Certificateholders, at the expense of the Trust Fund, but in no event at the expense of the Trust Master Servicer, the REMIC Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC IIIthe Trust Fund created hereunder, endanger such status or, unless the Master Servicer or the REMIC Administrator or both, as applicable, determine in its or their sole discretion to indemnify the Trust Fund against the imposition of such a tax, result in the imposition of such a tax. Wherever in this Agreement a contemplated action may not be taken because the timing of such action might result in the imposition of a tax on the Trust Fund, nor or may only be taken pursuant to an Opinion of Counsel that such action would not impose a tax on the Trust Fund, such action may nonetheless be taken provided that the indemnity given in the preceding sentence with respect to any taxes that might be imposed on the Trust Fund has been given and that all other preconditions to the taking of such action have been satisfied. The Trustee shall the Master Servicer or the Servicers not take or fail to take any action (whether or not authorized hereunder) as to which the Trustee Master Servicer or the Trust Administrator REMIC Administrator, as applicable, has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counselinaction, as the case may be. In addition, prior to taking any action with respect to any of REMIC I, REMIC II the Trust Fund or REMIC III or the respective assets of eachits assets, or causing REMIC I, REMIC II or REMIC III the Trust Fund to take any action, which is not contemplated expressly permitted under the terms of this Agreement, the Master Servicer and the Servicers will Trustee shall consult with the Trustee and Master Servicer or the Trust Administrator REMIC Administrator, as applicable, or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, the Trust Fund and neither the Master Servicer nor the Servicers Trustee shall not take any such action or cause REMIC I, REMIC II or REMIC III the Trust Fund to take any such action as to which the Trustee Master Servicer or the Trust Administrator REMIC Administrator, as applicable, has advised it in writing that an Adverse REMIC Event could occur; provided that the . The Master Servicer and or the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee REMIC Administrator, as applicable, may consult with counsel to make such written advice, and the cost of 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 at the expense of the Trustee Master Servicer or the Trust REMIC Administrator, as applicable. At all times as may be required by the Code, the Trust Master Servicer or the REMIC Administrator, as applicable, will to the Trusteeextent within its control and the scope of its duties more specifically set forth herein, the Master Servicer, or each Servicer will ensure that maintain substantially all of the assets of both the REMIC I and REMIC II will consist of 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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such any REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereofMaster Servicer, if such tax arises out of or results from a breach by the Trust Master Servicer in its role as Master Servicer or REMIC Administrator of any of its obligations under this Article XIAgreement or the Master Servicer has in its sole discretion determined to indemnify the Trust Fund against such tax, (ii) to the Trustee pursuant to Section 11.03 hereofTrustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XIX, or (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) otherwise against amounts on deposit in the Custodial Account as provided by Section 3.10 and on the Distribution Account and Date(s) following such reimbursement the aggregate of such taxes shall be paid by withdrawal therefromallocated in reduction of the Accrued Certificate Interest on each Class entitled thereto in the same manner as if such taxes constituted a Prepayment Interest Shortfall. (h) On or before April 15 of each calendar year, commencing April 15, 1999, The Trustee and the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basisbasis or as otherwise may be required by the REMIC Provisions. (ji) Following the Startup DayDate, neither the Master Servicer, the Servicers, Servicer nor the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with unless (subject to Section 2.03 unless it 10.01(f)) the Master Servicer and 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 the Trust Fund any REMIC will not cause the related any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject any such REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (kj) None of the Trustee, the Trust Administrator, Neither the Master Servicer or nor the Servicers Trustee shall (subject to Section 10.01(f)) enter into any arrangement by which any REMIC I, REMIC II or REMIC III created hereunder will receive a fee or other compensation for services nor permit either any REMIC created hereunder 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. (k) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity date" by which the principal balance of each regular interest in each REMIC would be reduced to zero is February 25, 2037, which is the Distribution Date in the month following the last scheduled payment on any Mortgage Loan. (l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare and file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for the Trust Fund. (m) Neither the Trustee nor the Master Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of any REMIC pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or acquire any assets for any REMIC or sell or dispose of any investments in the Custodial Account or the Certificate Account for gain, or accept any contributions to any REMIC after the Closing Date unless it has received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of any REMIC created hereunder as a REMIC or (b) unless the Master Servicer has determined in its sole discretion to indemnify the Trust Fund against such tax, cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

REMIC Administration. (a) The Trustee shall elect to treat each of Trust REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued, copies of which forms and returns shall promptly be furnished by the Trustee to the NIMS Insurer. For the purposes of the REMIC election in respect of REMIC I1, the REMIC I 1 Regular Interests shall be designated as the Regular Interests in REMIC I 1 and the Class R-I Certificates R-1 Interest shall be designated as the Residual Interests Interest in REMIC I. The 1. For the purposes of the REMIC II election in respect of REMIC 2, the REMIC 2 Regular Interests shall be designated as the Regular Interests in REMIC II 2 and the Class R-II R-2 Interest shall be designated as the Residual Interest in REMIC 2. The REMIC 3 Regular Interests shall be designated as the Regular Interests in REMIC 3 and the Class R-3 Interest shall be designated as the Residual Interest in REMIC 3. For the purposes of the REMIC election in respect of REMIC CX, the Class C Certificates shall be designated as the Residual Regular Interests in REMIC II. The Class A Certificates, CX and the Class CE Certificates and R-CX Interest shall be designated as the Residual Interest in REMIC CX. For the purposes of the REMIC election in respect of REMIC PX, the Class P Certificates shall be designated as the Regular Interests in REMIC III PX and the Class R-III Certificates PX Interest shall be designated as the Residual Interest in REMIC PX. For the purposes of the REMIC election in respect of REMIC SwapX, the Class Swap IO Upper-Tier Interest shall be designated as the Regular Interests in REMIC III. Neither SwapX and the Class R-SwapX Interest shall be designated as the Residual Interest in REMIC SwapX. The Trustee nor the Trust Administrator shall not permit the creation of any "“interests" ” in REMIC I1, REMIC II 2, REMIC 3, REMIC CX, REMIC SwapX or REMIC III PX (within the meaning of Section 860G of the Code) other than the REMIC I 1 Regular Interests, the REMIC II 2 Regular Interests, the REMIC 3 Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trustee shall pay pay, out of its own funds, without any right of reimbursementfunds on deposit in the Distribution Account, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities)) unless such expenses, other than professional fees or any administrative or judicial proceedings are incurred by reason of the expense of obtaining any tax related Opinion of Counsel except as specified hereinTrustee’s willful misfeasance, bad faith or negligence. The Master ServicerTrustee, as agent for all of REMIC I's, REMIC II's and REMIC III's each Trust REMIC’s tax matters person person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect theretothereto and will be entitled to reimbursement from the Trust Fund for any expenses incurred by the Trustee in connection therewith unless such administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority is incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence. The holder of the largest Percentage Interest of each the Class of Residual R Certificates shall be designated, in the manner provided under Treasury regulations section Section 1.860F-4(d) and Treasury regulations section Section 301.6231(a)(7)-1, as the tax matters person of the related each Trust REMIC created hereunderhereunder other than REMIC CX, REMIC SwapX and REMIC PX. By their acceptance thereof, the The holder of the largest Percentage Interest of the Class R-CX Certificates shall be designated, in the manner provided under Treasury regulations Section 1.860F-4(d) and Treasury regulations Section 301.6231(a)(7)-1, as the tax matters person of REMIC CX and REMIC SwapX. The holder of the largest Percentage Interest of the Class R-PX Certificates shall be designated, in the manner provided under Treasury regulations Section 1.860F-4(d) and Treasury regulations Section 301.6231(a)(7)-1, as the tax matters person of REMIC PX. By its acceptance thereof, each Class of Residual Certificates such holder hereby agrees to irrevocably appoint the Master Servicer Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fundof each respective REMIC. (d) The Master Servicer shall prepare and the Trustee shall prepare, sign and the Trust Administrator shall file in a timely manner, all of the Tax Returns in respect of each REMIC created hereunder, copies of which Tax Returns shall be promptly furnished to the NIMS Insurer. The expenses of preparing and filing such returns shall be borne by the Master Servicer Trustee without any right of reimbursement therefor. The Master Servicer shall provide on a timely basis to the Trustee or its designee such information with respect to the assets of the Trust Fund as is in its possession and reasonably required by the Trustee to enable it to perform its respective obligations under this Article. (e) The Master Servicer Trustee shall perform on behalf of each of Trust REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or such other such compliance guidance, the Master Servicer Trustee shall provide (i) to any Transferor of a Residual Certificate (or other person designated in Section 860E(e)(3) of the Code) and to the Internal Revenue Service such information as is necessary for the application computation of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC IIIeach Trust REMIC. The Master Servicer shall provide on a timely basis to the Trustee such information with respect to the assets of the Trust Fund, including, without limitation, the Mortgage Loans, as is in its possession and reasonably required by the Trustee to enable it to perform its obligations under this subsection. In addition, the Depositor shall provide or cause to be provided to the Master ServicerTrustee, within ten (10) days after the Closing Date, all information or data that the Master Servicer Trustee reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. The Depositor shall also provide such information or data to the NIMS Insurer. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each Trust REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC ProvisionsProvisions (and the Master Servicer shall assist the Trustee, to the extent reasonably requested by the Trustee to do specific actions in order to assist in the maintenance of such status). The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 Trust REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined set forth in Section 860F(a)(2860F(a) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "“Adverse REMIC Event"”) unless the Trustee and the Trust Administrator NIMS Insurer have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator Trustee and the Certificate NIMS Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC IIITrust REMIC, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. The Trustee shall deliver to the NIMS Insurer a copy of any such advice or opinion. In addition, prior to taking any action with respect to any of Trust REMIC I, REMIC II or REMIC III or the respective assets of eachthereof, or causing any Trust REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC IIIa Trust REMIC, and neither the Master Servicer nor the Servicers shall not take any such action or cause any Trust REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicableTrustee. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer Trustee will ensure that substantially all of the assets of both REMIC I and REMIC II 1 will consist of "“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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that If any tax is imposed on "prohibited transactions" transactions of any Trust REMIC created hereunder as defined in pursuant to Section 860F(a)(2860F(a) of the Code, on the "net income from foreclosure property" property of any such REMIC as defined in pursuant to Section 860G(c) of the Code, or on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or if any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XIX, (iiiii) to the Master Servicer or the related Servicer pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XIX, or (iviii) otherwise against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, year commencing April 15, 1999after the date of this Agreement, the Master Servicer and each Servicer Trustee shall deliver to the Master Servicer, the NIMS Insurer and each Rating Agency an Officer's a Certificate from a Responsible Officer of the Master Servicer and each Servicer Trustee stating the Master Servicer's or such Servicer's Trustee’s compliance with this Article XI.X. (i) The Master Servicer Trustee shall, for federal income tax purposes, maintain books and records with respect to each of Trust REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of Trust REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject such any Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (k) None of Neither the Trustee, the Trust Administrator, Trustee nor the Master Servicer or the Servicers shall enter into any arrangement by which any Trust REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor or permit either any Trust 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. (l) The Trustee shall treat each of the Reserve Fund, the Supplemental Interest Account and the Final Maturity Reserve Account as an outside reserve fund within the meaning of Treasury Regulation 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 beneficial owners of the Certificates (other than the Class P Certificates, the Class C Certificates and the Residual Certificates) as having entered into a notional principal contract with respect to the beneficial owners of the Class C Certificates. Pursuant to each such notional principal contract, all beneficial owners of the Certificates (other than the Class P Certificates, the Class C Certificates and the Residual Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the beneficial owners of the Class C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the interest in REMIC 3 corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class C Shortfall”). A Class C Shortfall payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class C Shortfall payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding Certificate Principal Balance to the extent of such balance. In addition, pursuant to such notional principal contract, the beneficial owner of the Class C Certificates shall be treated as having agreed to pay (i) Net WAC Rate Carryover Amounts and (ii) on any Distribution Date on or after January 2013 through the Distribution Date in January 2036, if amounts are not paid in to the Final Maturity Reserve Account because the constant prepayment rate of the Mortgage Loans is above 5%, any amounts that would have been paid to the Final Maturity Reserve if the constant prepayment rate of the Mortgage Loans was below 5%, to the extent such amounts are used to make payments on such Certificates to the Holders of the Certificates (other than the Class P Certificates, the Class C Certificates and the Residual Certificates) pursuant to the terms of this Agreement. Any payments on 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 C 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 REMIC 3 and as having been paid by such beneficial owners to the Supplemental Interest Account pursuant to the notional principal contract. Thus, each Certificate (other than the Class P Certificates, the Class C Certificates and the Residual Certificates) shall be treated as representing ownership of not only regular interests in REMIC 3, but also ownership of an interest in (and obligations with respect to) a notional principal contract. For purposes of determining the issue price of the regular interests in REMIC 3, the Trustee shall assume that the notional principal contract has a value of $10,000 as of the Closing Date in favor of the Certificates (other than the Class C Certificates, the Class P Certificates and the Residual Certificates) and shall allocate such value proportionately to each such Class of Certificates based on such Class’s initial Certificate Principal Balance.

REMIC Administration. (a) The Trustee shall elect to treat each of Trust REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests Interest in REMIC I. The For the purposes of the REMIC election in respect of REMIC II, the REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates Interest shall be designated as the Residual Interests Interest in REMIC II. The Class A Certificates, the Mezzanine Certificates, the Class CE Certificates Interest, the Class P Interest and the Class P Certificates Swap-IO shall be designated as the Regular Interests in REMIC III and the Class R-III Interest shall be designated as the Residual Interest in REMIC III. The CE Certificates shall be designated as the Residual Regular Interests in REMIC IIIIV and the Class R-IV Interest shall be designated as the Residual Interest in REMIC IV. Neither The Class P Certificates shall be designated as the Regular Interests in REMIC V and the Class R-V Interest shall be designated as the Residual Interest in REMIC V. REMIC VI Regular Interest SWAP-IO shall be designated as the Regular Interests in REMIC VI and the Class R-VI Interest shall be designated as the Residual Interest in REMIC VI. The Trustee nor the Trust Administrator shall not permit the creation of any "“interests" ” in any Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II interests identified above as Regular Interests or Residual Interests in REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and the interests represented by the CertificatesREMIC VI. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trust Administrator shall pay out of its own funds, without any right of reimbursement, be reimbursed for any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than including the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master ServicerTrust Administrator, as agent for all of REMIC I's, REMIC II's and REMIC III's each Trust REMIC’s tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of the Residual Certificates shall be designated, in the manner provided under Treasury regulations section Regulations Section 1.860F-4(d) and Treasury regulations section Regulations Section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trust Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall prepare, sign and file all of the Tax Returns (including Form 8811, which must be filed within 30 days following the Closing Date) in respect of each REMIC created hereunderTrust REMIC. The expenses of preparing and filing such returns shall be borne by the Master Servicer Trust Administrator without any right of reimbursement therefor. (e) The Master Servicer Trust Administrator shall perform on behalf of each of Trust REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer Trust Administrator shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC IIIeach Trust REMIC. The Depositor shall provide or cause to be provided to the Master ServicerTrust Administrator, within ten (10) days after the Closing Date, all information or data that the Master Servicer Trust Administrator reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each Trust REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and Neither the Trust Administrator nor the Trustee shall not take any action, action or cause the Trust Fund 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 Trust REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "“Adverse REMIC Event"”) unless the Trustee and Trustee, the Trust Administrator and the NIMS Insurer have received an Opinion of Counsel, addressed to the Trustee, the NIMS Insurer and the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator Trustee or the TrusteeTrust Administrator) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC IIITrust REMIC, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or Trustee, the Trust Administrator or the NIMS Insurer has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of Trust REMIC I, REMIC II or REMIC III or the respective assets of each, or causing any Trust REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and Trustee, the Trust Administrator Administrator, the Master Servicer, the NIMS Insurer or its designeetheir respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any Trust REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall not take any such action or cause any Trust REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee Trustee, the Trust Administrator, the Master Servicer or the Trust Administrator NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trustee, the Trust Administrator and Administrator, the Trustee Master Servicer or the NIMS Insurer may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee Trustee, the Trust Administrator or the Trust Administrator, as applicableMaster Servicer. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer Administrator will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "“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, to the extent such obligations are within such party's the Trust Administrator’s control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "“prohibited transactions" ” of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "“net income from foreclosure property" ” of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XIX, (ii) to the Trustee pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XIX, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 10.03 hereof, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Article X, (iv) to the Servicer pursuant to Section 10.03 hereof, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Article XI, X or (ivv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI[Reserved]. (i) The Master Servicer Trust Administrator shall, for federal income tax purposes, maintain books and records with respect to each of Trust REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, none of the Servicer, the Master Servicer, the Servicers, Trust Administrator or the Trustee and the Trust Administrator shall not accept any contributions of assets to any of Trust REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers Master Servicer shall enter into any arrangement by which any Trust REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of Trust REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issuedissued and copies of such forms and election shall be furnished to the Certificate Insurer. For the purposes of the REMIC election in respect of REMIC I, (i) the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and (ii) the Class R-I Certificates Interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Certificates shall be designated as the Residual Interests in REMIC II. The Class A Certificates, the Mezzanine Certificates, the Class CE Certificates and the Class P Certificates shall be designated as the Regular Interests in REMIC III II and the Class R-III Certificates II Interest shall be designated as the Residual Interests Interest in REMIC IIIII. Neither the The Trustee nor the Trust Administrator shall not permit the creation of any "interests" in any Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "Startup Day" of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund caused by the Trustee (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master ServicerTrustee, as agent for all of REMIC I's, REMIC II's and REMIC IIIeach Trust REMIC's tax matters person person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder Holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the holder Holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee shall elect to treat each of Trust REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Certificates Interest shall be designated as the Residual Interests Interest in REMIC I. The REMIC II Regular Interests Class A Certificates, each of the Mezzanine Certificates, the Class B Certificates, the Class CE Interest and the Class P Interest (other than the right to receive amounts from the Net WAC Rate Carryover Reserve Account, if any) shall be designated as the Regular Interests in REMIC II and the Class R-II Interest shall be designated as the Residual Interest in REMIC II. The Class CE Certificates shall be designated as the Residual Interests Regular Interest in REMIC II. The Class A Certificates, III and the Class CE Certificates and R-III Interest shall be designated as the Residual Interest in REMIC III The Class P Certificates shall be designated as the Regular Interests Interest in REMIC III IV and the Class R-III Certificates IV Interest shall be designated as the Residual Interests Interest in REMIC IIIIV. Neither the The Trustee nor the Trust Administrator shall not permit the creation of any "“interests" ” in any Trust REMIC I, REMIC II or REMIC III (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificates. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Trustee shall pay out of its own funds, without any right of reimbursement, be reimbursed for any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than including the expense of obtaining any tax related Opinion of Counsel except as specified hereinrequired to be obtained hereunder. The Master ServicerTrustee, as agent for all of REMIC I's, REMIC II's and REMIC III's each Trust REMIC’s tax matters person shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any of Trust REMIC I, REMIC II or REMIC III and (ii) 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 holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC Trust REMICs created hereunder. By their acceptance thereof, the holder of the largest Percentage Interest of each Class of the Residual Certificates hereby agrees to irrevocably appoint the Master Servicer Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund. (d) The Master Servicer shall prepare and the Trustee shall sign and the Trust Administrator shall file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Master Servicer without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the 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 (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (f) The Master Servicer, each Servicer, the Trustee and the Trust Administrator shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund 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 REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC III, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer or the Servicers take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator, as applicable. At all times as may be required by the Code, the Trust Administrator, the Trustee, the Master Servicer, or each Servicer will ensure that substantially all of the assets of both REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article XI, (ii) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Master Servicer or the related Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer or such Servicer of any of its obligations under Article III or this Article XI, or (iv) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each of REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basis. (j) Following the Startup Day, the Master Servicer, the Servicers, the Trustee and the Trust Administrator shall not accept any contributions of assets to any of REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC at any time that any 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. (k) None of the Trustee, the Trust Administrator, the Master Servicer or the Servicers shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor 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.

REMIC Administration. (a) The Trustee Certificate Administrator shall elect make elections or cause elections to be made to treat each of Trust REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state lawApplicable State and Local Tax Law. Each such election will be made by the Master Servicer on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Uncertificated Lower-Tier Interests and the Certificates are issued. For the purposes of the REMIC election in respect of REMIC Ithe Upper-Tier REMIC, the REMIC I Regular Interests shall be designated as each Class of the Regular Interests in REMIC I and the Class R-I Certificates shall be designated as the Residual Interests “regular interests” (or in the case of an exchange and conversion of Class A-S, Class B and Class C Certificates for Class EC Certificates, such “regular interests” shall be deemed to be held by the Trustee in uncertificated form unless reconverted to Class A-S, Class B and Class C Certificates) and the Class UR Interest shall be designated as the sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC I. The REMIC II Regular election in respect of the Lower-Tier REMIC, each Class of Uncertificated Lower-Tier Interests shall be designated as the Regular Interests in REMIC II a class of “regular interests” and the Class RLR Interest shall be designated as the sole class of “residual interests” in the Lower-II Tier REMIC. For purposes of the REMIC election in respect of the U-Haul Self Storage Trust Companion Loan REMIC, the Class UHP Certificates shall be designated as the Residual Interests in REMIC II. The Class A Certificates, “regular interests” and an uncertificated interest represented by the Class CE Certificates and the Class P R Certificates shall be designated as the Regular Interests sole class of “residual interests” in REMIC III and the Class RU-III Certificates shall be designated as Haul Self Storage Trust Companion Loan REMIC. None of the Residual Interests in REMIC III. Neither Special Servicer, the Master Servicer nor the Trustee nor the Trust Administrator shall permit the creation of any "“interests" in REMIC I, REMIC II or REMIC III ” (within the meaning of Section 860G of the Code) in any Trust REMIC other than the REMIC I Regular Interests, the REMIC II Regular Interests and the interests represented by the Certificatesforegoing interests. (b) The Closing Date is hereby designated as the "Startup Day" “startup day” of each Trust REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The Master Servicer Certificate Administrator shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any REMIC I, REMIC II or REMIC III that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Master Servicer, as agent for all of REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf of the each Trust Fund REMIC in relation to any tax matter or controversy involving any of either such REMIC I, and shall represent each such REMIC II or REMIC III and (ii) 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 holder legal expenses, including without limitation attorneys’ or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust Fund and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans, the Trust Companion Loan and any REO Properties on deposit in the Certificate Account as provided by Section 3.05(a) unless such legal expenses and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder of the largest Percentage Interest of each in the Class of Residual R Certificates shall be designated, in the manner provided under Treasury regulations section Regulations Section 1.860F-4(d) and temporary Treasury regulations section Regulations Section 301.6231(a)(7)-1T, as the “tax matters person person” of the related REMIC created hereundereach Trust REMIC. By their acceptance thereof, the holder Holders of the largest Percentage Interest of each in the Class of Residual R Certificates hereby agrees to irrevocably appoint the Master Servicer or an Affiliate Certificate Administrator as its their agent to perform all of the duties of the “tax matters person person” for the Trust FundREMICs. (d) The Master Servicer Certificate Administrator shall prepare or cause to be prepared and the Trustee shall sign and the Trust Administrator shall file file, or cause to be filed, all of the Tax Returns in that it determines are required with respect of to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing and filing such returns shall be borne by the Master Servicer Certificate Administrator without any right of reimbursement therefor. (e) The Master Servicer shall perform on behalf of each of REMIC I, REMIC II and REMIC III 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Master Servicer Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Residual Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual such Class R Certificate to any Person who is not a Permitted TransfereeDisqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the 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 (using the Prepayment Assumption as requiredAssumption) and (iii) to the Internal Revenue Service on Form 8811, within thirty (30) days after the Closing Date, the name, title, address and telephone number of the person “tax matters person” who will serve as the representative of REMIC I, REMIC II and REMIC III. The Depositor shall provide or cause to be provided to the Master Servicer, within ten (10) days after the Closing Date, all information or data that the Master Servicer reasonably determines to be relevant for tax purposes as to the valuations and issue prices each of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the CertificatesTrust REMICs created hereunder. (f) The Master Servicer, each Servicer, the Trustee and the Trust Certificate Administrator shall take such action actions and shall cause each REMIC created hereunder the Trust Fund to take such action actions as are reasonably within the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to create or maintain the status thereof of each Trust REMIC as a REMIC under the REMIC Provisions. The Master Servicer, the Servicers, Provisions and the Trustee and shall assist the Trust Certificate Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer shall not knowingly or intentionally take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any Trust REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”) (either such event, an "“Adverse REMIC Event"”) unless the Trustee and the Trust Certificate Administrator have received receives an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Certificate Insurer Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such action is in the best interest of the Trust Fund and the Certificateholders, at the expense of the Trust Fund, but in no event at the expense of the Trust Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust Fund, any of Trust REMIC I, REMIC II or REMIC IIIcreated hereunder, endanger such status or or, unless the Certificate Administrator determines in its sole discretion to indemnify the Trust Fund against such tax, result in the imposition of such a tax, nor tax (not including a tax on “net income from foreclosure property”). The Trustee shall the Master Servicer or the Servicers not take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action; provided that the Master Servicer and the Servicers may conclusively rely on such Opinion of Counsel and shall incur no liability for its action or failure to act in accordance with such Opinion of Counsel. In addition, prior to taking any action with respect to any of REMIC I, REMIC II or REMIC III or the respective assets of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer and the Servicers will consult with the Trustee and the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall take any such action or cause REMIC I, REMIC II or REMIC III to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur; provided that the Master Servicer and the Servicers may conclusively rely on such writing and shall incur no liability for its action or failure to act in accordance with such writing. The Trust Certificate Administrator and the Trustee may consult with counsel to make such written advice, and the cost of 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 at the expense of the Trustee Certificate Administrator or the Trust Administrator, as applicableTrustee. At all times as may be required by the Code, the Trust AdministratorCertificate Administrator will to the extent within its control and the scope of its duties more specifically set forth herein, the Trustee, the Master Servicer, or each Servicer will ensure that maintain substantially all of the assets of both each Trust REMIC I and REMIC II will consist of "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, to the extent such obligations are within such party's control and not otherwise inconsistent with the terms of this Agreement. (g) In the event that any tax applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax lawsTrust REMIC, such tax shall be charged (i) against amounts otherwise distributable to the Trust Administrator Holders of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 11.03 hereof860G(c) of the Code or any similar tax imposed by a state or local tax authority, if the Special Servicer shall retain in the related REO Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Certificate Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax arises out as is estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of or results from the Trust Fund (other than as a consequence of a breach by the Trust Administrator of any of its obligations under this Article XIAgreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (iix) in the case of the Uncertificated Lower-Tier Interests (other than the Class LP Uncertificated Interest), to the Trustee pursuant Upper-Tier REMIC to the extent they are fully reimbursed for any Collateral Support Deficit arising therefrom and then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner specified in Section 11.03 hereof4.01(d) and (y) in the case of the Upper-Tier REMIC, if such tax arises out to the Holders of or results from a breach by the Trustee Principal Balance Certificates (without regard to any exchange and conversion of the Exchangeable Certificates for Class EC Certificates) in the manner specified in Section 4.01(a), to the extent they are fully reimbursed for any Collateral Support Deficit arising therefrom and then to the Holders of its obligations under this Article XIthe Class R Certificates in respect of the Class UR Interest. None of the Trustee, (iii) to the Certificate Administrator, the Master Servicer or the related Special Servicer pursuant shall be responsible for any taxes imposed on any Trust REMIC except to Section 11.03 hereof, if the extent such tax arises out taxes arise as a consequence of or results from a breach by the Master Servicer or such Servicer of any of its their respective obligations under Article III or this Article XIAgreement which breach constitutes willful misconduct, bad faith, or (iv) against amounts on deposit in the Distribution Account and shall be paid negligence by withdrawal therefromsuch party. (h) On or before April 15 of each calendar year, commencing April 15, 1999, the Master Servicer and each Servicer shall deliver to each Rating Agency an Officer's The Certificate of the Master Servicer and each Servicer stating the Master Servicer's or such Servicer's compliance with this Article XI. (i) The Master Servicer Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each of Trust REMIC I, REMIC II and REMIC III on a calendar year and on an accrual basisbasis or as otherwise may be required by the REMIC Provisions. (ji) Following the Startup Day, neither the Master Servicer, the Servicers, Certificate Administrator nor the Trustee and the Trust Administrator shall not accept any contributions of assets to any of Trust REMIC I, REMIC II or REMIC III other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it the Certificate Administrator and 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 the such Trust Fund REMIC will not (i) cause the related such Trust REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interests or Certificates are outstanding or (ii) subject such any of the Trust Fund or any Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (kj) None of Neither the Trustee, Certificate Administrator nor the Trust Administrator, the Master Servicer or the Servicers Trustee shall enter into any arrangement by which the Trust Fund or any Trust REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor permit either the Trust Fund or any Trust 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. (k) Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which the Certificate Balance or Notional Amount of each Class of Regular Certificates and the Class UHP Certificates representing a “regular interest” in the Upper-Tier REMIC or the U-Haul Self Storage Trust Companion Loan REMIC and by which the Lower-Tier Principal Amount of each Class of Uncertificated Lower-Tier Interests representing a “regular interest” in the Lower-Tier REMIC would be reduced to zero is the date that is the Rated Final Distribution Date. (l) None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose of or substitute for any of the Mortgage Loans or the Trust Companion Loan (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan or the Trust Companion Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans or the Trust Companion Loan pursuant to Article II or Article III of this Agreement) or acquire any assets for the Trust Fund or any Trust REMIC or sell or dispose of any investments in the Certificate Account or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, has determined in its sole discretion to indemnify the Trust Fund against such tax, cause the Trust Fund or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.