Common use of REMIC AND GRANTOR TRUST ADMINISTRATION Clause in Contracts

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) As set forth in the Preliminary Statement hereto, the Trustee shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC and the Upper Tier REMIC. The Trustee shall make such elections on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each of the Lower Tier Regular Interests is hereby designated as a regular interest in the Lower Tier REMIC. Each Class of Certificates (other than the Class R and Class P Certificates) is hereby designated as a regular interest in the Upper Tier REMIC. The Class LT-R Interest is hereby designated as the sole residual interest in the Lower Tier REMIC. The Upper Tier REMIC Residual Interest is hereby designated as the sole residual interest in the Upper Tier REMIC. The Class R Certificate evidences ownership of the Class LT-R Interest and the Upper Tier REMIC Residual Interest. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P Certificates. The rights of Holders of the Class P Certificates to receive distributions from the proceeds of the Grantor Trust Assets and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) is the "Latest Possible Maturity Date". 108 (c) The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC and the Grantor Trust, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMICs or the Grantor Trust that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder (including its duties as tax return preparer). The Trustee shall be entitled to reimbursement from the Certificate Account of the expenses to the extent (x) provided in clause (i) above and (y) such expenses are "unanticipated expenses" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). (d) The Trustee shall prepare, sign and file, all of each REMIC's federal and state tax and information returns as such REMIC's direct representative. The Trustee shall prepare, sign and file all of the tax returns in respect of the Grantor Trust. The Trustee shall comply with such requirement by filing Form 1041. The expenses of preparing and filing such returns shall be borne by the Trustee. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 860D(a)(6)(B) of the Code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The expenses of providing such information shall be borne by such persons specified in Sections 860E(e)(3) and (6) of the Code. (e) The Trustee or its designee shall perform on behalf of each REMIC and the Grantor Trust all reporting and other tax compliance duties that are the responsibility of such REMIC or the Grantor Trust under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause each REMIC to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans. (j) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) Upon the request of any Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 10.01. (l) [Reserved].

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) As set forth in the Preliminary Statement hereto, the Trustee shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC. The Trustee shall make such elections on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each of the Lower Tier REMIC Regular Interests is hereby designated as a regular interest in the Lower Tier REMIC Each of the Middle Tier REMIC Regular Interests is hereby designated as a regular interest in the Middle Tier REMIC. Each Class of Certificates (Certificate, other than the Class R Certificate and the Class P Certificates) , is hereby designated as a regular interest in the Upper Tier REMIC. The Class LT-R Interest is hereby designated as the sole residual interest in the Lower Tier REMIC. The Upper Tier REMIC Residual Class MT-R Interest is hereby designated as the sole residual interest in the Middle Tier REMIC. The Class R Certificate evidences ownership of the Class LT-R Interest, the Class MT-R Interest and is also hereby designated as the sole residual interest in the Upper Tier REMIC. The Class R Certificate evidences ownership of the Class LT-R Interest and the Upper Tier P Certificates shall be neither regular interests nor residual interests in any REMIC Residual Interestcreated hereunder. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 1 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust I Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P P-I Certificates. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 2, Pool 3, Pool 4 or Pool 5 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust II Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P-II Certificates. The rights of Holders of the Class P P-I and Class P-II Certificates to receive distributions from the proceeds of the Grantor Trust Assets Assets, and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The "latest possible maturity date date" of each regular interest in each REMIC for purposes of Treasury Regulation 1.860G-1(a)(4) is the "Latest Possible Maturity Date". 108. (c) The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC and the Grantor Trust, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMICs or the REMIC and Grantor Trust that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder (including its duties as tax return preparer). The Trustee shall be entitled to reimbursement from the Certificate Account of the expenses to the extent (x) provided in clause (i) above and (y) from the Certificate Account, but only to the extent such expenses are "unanticipated expenses" within the meaning for purposes of Treasury Regulations Regulation Section 1.860G-1(b)(3)(ii). (d) The Trustee shall prepare, sign and file, file all of each REMIC's federal and state tax and information returns as such REMIC's direct representative. The Trustee shall prepare, sign and file all of the tax returns in respect of the Grantor TrustTrusts. The Trustee shall comply with such requirement by filing Form 1041. The expenses of preparing and filing such returns shall be borne by the Trustee. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 860D(a)(6)(B) of the Code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The organizations and the Trustee will be reimbursed by the Trust for all expenses of providing such information shall be borne by such persons specified in Sections 860E(e)(3) and (6) of the Codeincurred therewith. (e) The Trustee or its designee shall perform on behalf of each REMIC and the Grantor Trust all reporting and other tax compliance duties that are the responsibility of such REMIC or the Grantor Trust under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions.123 (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause each REMIC to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such any REMIC as a REMIC or (ii) result in the imposition of a tax upon such any REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing such any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such any REMIC, and no such Person shall take any such action or cause such any REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related any REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans. (j) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) Upon the request of any Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 10.01. (l) [Reserved].

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) As set forth in the Preliminary Statement hereto, the Trustee shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC. The Trustee shall make such elections on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each of the Lower Tier REMIC 1 Regular Interests is hereby designated as a regular interest in the Lower Tier REMICREMIC 1. Each Class of Certificates (other than the Class R and Class P Certificates) REMIC 2 Regular Interests is hereby designated as a regular interest in REMIC 2. Each of the REMIC 3 Regular Interests is hereby designated as a regular interest in REMIC 3. Each REMIC 4 Regular Interest is hereby designated as a regular interest in REMIC 4. Each REMIC 5 Regular Interest is hereby designated as a regular interest in the Upper Tier REMIC. The Class LTLT1-R Interest is hereby designated as the sole residual interest in the Lower Tier REMICREMIC 1. The Upper Tier Class LT2-R Interest is hereby designated as the sole residual interest in REMIC 2. The Class LT3-R Interest is hereby designated as the sole residual interest in REMIC 3. The Class LT4-R Interest is hereby designated as the sole residual interest in REMIC 4. The REMIC 5 Residual Interest is hereby designated as the sole residual interest in the Upper Tier REMIC. The Class R Certificate evidences ownership of the Class LTLT1-R Interest , the Class LT2-R Interest, the Class LT3-R Interest, the Class LT4-R Interest and the Upper Tier REMIC 5 Residual Interest. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 1, Pool 2, Pool 4 and Pool 5 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust I Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P P-I Certificates. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 3 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust II Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P-II Certificates. The rights of Holders of the Class P P-I and Class P-II Certificates to receive distributions from the proceeds of the Grantor Trust I Assets and Grantor Trust II Assets, respectively, and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) is the "Latest Possible Maturity Date". 108. (c) The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC and the Grantor TrustTrusts, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMICs or the Grantor Trust Trusts that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder (including its duties as tax return preparer). The Trustee shall be entitled to reimbursement from the Certificate Account of the expenses to the extent (x) provided in clause (i) above and (y) such expenses are "unanticipated expenses" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). (d) The Trustee shall prepare, sign and file, all of each REMIC's federal and state tax and information returns as such REMIC's direct representative. The Trustee shall prepare, sign and file all of the tax returns in respect of the Grantor TrustTrusts. The Trustee shall comply with such requirement by filing Form 1041. The expenses of preparing and filing such returns shall be borne by the Trustee. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 860D(a)(6)(B) of the Code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The expenses of providing such information shall be borne by such persons specified in Sections 860E(e)(3) and (6) of the Code. (e) The Trustee or its designee shall perform on behalf of each REMIC and the Grantor Trust Trusts all reporting and other tax compliance duties that are the responsibility of such REMIC or the Grantor Trust Trusts under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause each REMIC to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such any REMIC provided for herein as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur.. 128 (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans. (j) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) Upon the request of any Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 10.01. (l) [Reserved]It is intended that the rights of the Class 3-A1, Class 3-A2, Class 3-A3, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates to receive payments in respect of Basis Risk Shortfalls shall be treated as rights in respect of interest rate cap contracts written by the Class 3-AX and Class 3-PAX Certificateholders in favor of the holders of the Class 3-A1, Class 3-A2, Class 3-A3, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates and shall be accounted for as property separate and apart from the REMIC 5 Regular Interests represented by the Class 3-A1, Class 3-A2, Class 3-A3, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates. This provision is intended to comply with the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistently with such regulation. The Holders of the Class 3-A1, Class 3-A2, Class 3-A3, Class B2, Class B3, Class B4, Class B5 , Class B6 Certificates agree, by their acceptance of such Certificates, that they will take tax reporting positions that allocate no more than a nominal value to the right to receive payments in respect of Basis Risk Shortfalls. The Holders of the Class 3-AX Certificates and the Class 3-PAX Certificates agree, by their acceptance of such Certificates, to take tax reporting positions consistent with allocations by the Holders of the Class 3-A1, Class 3-A2, Class 3-A3, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates of no more than a nominal value to the right to receive payments in respect of Basis Risk Shortfalls. For information reporting purposes, it will be assumed that such rights have no value. Each payment made to the Class 3-A1, Class 3-A2, Class 3-A3, Class B2, Class B3, Class B4, Class B5 or Class B6 Certificates in respect of Basis Risk Shortfalls shall be treated for federal income tax purposes as having been distributed to the Class 3-AX Certificates or the Class 3-PAX Certificates, as the case may be, and then paid by the holders of the Class 3-AX Certificates or the Class 3-PAX Certificates, as the case may be, to the holders of the relevant Class 3-A1, Class 3-A2, Class 3-A3, Class B2, Class B3, Class B4, Class B5 or Class B6 Certificates. Each holder or beneficial owner of a Class 3-A1, Class 3-A2, Class 3-A3, Class 3-AX, Class 3-PAX, Class B2, Class B3, Class B4, Class B5 or Class B6 Certificate, by virtue of its acquisition of such Certificate or a beneficial interest in such Certificate, agrees to adopt tax reporting positions consistent with the characterization of payments made to the Class 3-A1, Class 3-A2, Class 3-A3, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates in respect of Basis Risk Shortfalls as payments in respect of interest rate cap agreements written by the holders of the Class 3-AX Certificates and Class 3-PAX Certificates. The parties hereto intend that the REMIC 5 Regular Interests represented by each of the Class 3-AX Certificates and Class 3-PAX Certificates, together with the related obligations to make payments to the Class 3-A1, Class 3-A2, Class 3-A3, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates shall be treated as two separate grantor trusts under the Code and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall (i) furnish to the holders of the Class 3-AX Certificates and Class 3-PAX Certificates information regarding their share of the items of income, gain, loss and deduction of such grantor trusts and (ii) file or cause to be filed with the Internal Revenue Service Forms 1041 (together with any necessary attachments) or such other forms as may be applicable and (iii) comply with such information reporting obligations with respect to payments from such grantor trusts as may be applicable under the Code or other applicable tax laws. 130 It is intended that the rights of the Class B1 Certificates to receive payments in respect of Floating Rate Certificate Shortfalls shall be treated as rights in respect of interest rate cap contracts written by the Class CX Certificateholders in favor of the holders of the Class B1 Certificates and shall be accounted for as property separate and apart from the REMIC 5 Regular Interests represented by the Class B1 Certificates. This provision is intended to comply with the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistently with such regulation. The Holders of the Class B1 Certificates agree, by their acceptance of such Certificates, that they will take tax reporting positions that allocate no more than a nominal value to the right to receive payments in respect of Floating Rate Certificate Shortfalls. The Holders of the Class CX Certificates agree, by their acceptance of such Certificates, to take tax reporting positions consistent with allocations by the Holders of the Class B1 Certificates of no more than a nominal value to the right to receive payments in respect of Floating Rate Certificate Shortfalls. For information reporting purposes, it will be assumed that such rights have no value. Each payment made to the Class B1 Certificates in respect of Floating Rate Certificate Shortfalls shall be treated for federal income tax purposes as having been distributed to the Class CX Certificates and then paid by the holders of the Class CX Certificates to the holders of the Class B1 Certificates. Each holder or beneficial owner of a Class B1 Certificate, by virtue of its acquisition of such Certificate or a beneficial interest in such Certificate, agrees to adopt tax reporting positions consistent with the characterization of payments made to the Class B1 Certificates in respect of Floating Rate Certificate Shortfalls as payments in respect of interest rate cap agreements written by the holders of the Class CX Certificates. The parties hereto intend that rights under the Cap Agreement and the ownership of the Cap Agreement Reserve Fund represented by the Class CX Certificates, together with the related obligations to make payments to the Class B1 Certificates, shall be treated as a grantor trust under the Code and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall (i) furnish to the holders of the Class CX Certificates information regarding items of income, gain, loss and deduction of such grantor trust and (ii) file or cause to be filed with the Internal Revenue Service Form 1041 (together with any necessary attachments) or such other form as may be applicable and (iii) comply with such information reporting obligations with respect to payments from such grantor trust as may be applicable under the Code or other applicable tax laws.

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) As set forth in the Preliminary Statement hereto, the Trustee shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Pool 7 REMIC, the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC. The Trustee shall make such elections on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each of the Pool 7 Interests, other than the Class P7-R Interest, is hereby designated as a regular interest in the Pool 7 REMIC to which such Pool 7 Interest relates. Each of the Lower Tier Regular Interests Interests, other than the Class LT-R Interest, is hereby designated as a regular interest in the Lower Tier REMICREMIC to which such Lower Tier Interest relates. Each of the Middle Tier Interests, other than the Class MT-R Interest, is hereby designated as a regular interest in the Middle Tier REMIC to which such Middle Tier Interest relates. Each Class of Certificates (other than the Class R and Certificate, Class P Certificates) Certificates and the Class B3 Certificate), and each Component is hereby designated as a regular interest in the Upper Tier REMIC. The Class P7-R Interest is hereby designated as the sole residual interest in the Pool 7 REMIC. The Class LT-R Interest is hereby designated as the sole residual interest in the Lower Tier REMIC. The Upper Tier REMIC Residual Class MT-R Interest is hereby designated as the sole residual interest in the Upper Middle Tier REMIC. The Class R Certificate evidences ownership of the Class LT-R Interest and Class MT-R Interest and is also hereby designated as the sole residual interest in the Upper Tier REMIC. The Class P Certificates shall be neither a regular interest nor a residual interest in any REMIC Residual Interestcreated hereunder. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 7 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P Certificates. The rights of Holders of the Class P Certificates to receive distributions from the proceeds of the Grantor Trust Assets Assets, and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date of each regular interest in the Pool 7 REMIC, each regular interest in the Lower Tier REMIC, each regular interest in the Middle Tier REMIC and each regular interest in the Upper Tier REMIC for purposes of Treasury Regulation 1.860G-1(a)(4) is the "Latest Possible Maturity Date". 108. (c) The Trustee Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC and the Grantor TrustREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMICs or the Grantor Trust REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee Securities Administrator in fulfilling its duties hereunder (including its duties as tax return preparer). The Trustee Securities Administrator shall be entitled to reimbursement from the Certificate Account of the expenses to the extent (x) provided in clause (i) above and (y) such expenses are "unanticipated expenses" within from the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)Securities Administrator Account. (d) The Securities Administrator shall prepare and file, and the Trustee shall prepare, sign and filesign, all of each REMIC's federal and state tax and information returns as such REMIC's direct representative. The Securities Administrator shall prepare and file, and the Trustee shall preparesign, sign and file all of the tax returns in respect of the Grantor Trust. The Trustee Securities Administrator shall comply with such requirement by filing Form 1041. The expenses of preparing and filing such returns shall be borne by the TrusteeSecurities Administrator. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee Securities Administrator will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 860D(a)(6)(B) of the Code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The organizations and the Securities Administrator will be reimbursed by the Trust for all expenses of providing such information shall be borne by such persons specified in Sections 860E(e)(3) and (6) of the Codeincurred therewith. (e) The Trustee Securities Administrator or its designee shall perform on behalf of each REMIC and the Grantor Trust all reporting and other tax compliance duties that are the responsibility of such REMIC or the Grantor Trust under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause each any REMIC contemplated hereunder to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Securities Administrator, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC contemplated hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any such REMIC as a REMIC or (ii) result in the imposition of a tax upon any such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any such REMIC or the assets therein, or causing any such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee Trustee, the Securities Administrator and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans. (j) Neither the Trustee Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) Upon the request of any Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 10.01. (l) [Reserved].

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) As set forth in the Preliminary Statement hereto, the Trustee shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC and the Upper Tier REMIC. The Trustee shall make such elections on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each of the Lower Tier Regular Interests is hereby designated as a regular interest in the Lower Tier REMIC. Each Class of Certificates (other than the Class R and Class P Certificates) is hereby designated as a regular interest in the Upper Tier REMIC. The Class LT-R Interest Certificate is hereby designated as the sole residual interest in the Lower Tier REMIC. The Upper Tier REMIC Residual Interest is hereby designated as the sole residual interest in the Upper Tier REMIC. The Class R Certificate evidences ownership of the Class LT-R Interest and the Upper Tier REMIC Residual Interest. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P Certificates. The rights of Holders of the Class P Certificates to receive distributions from the proceeds of the Grantor Trust Assets and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) is the "Latest Possible Maturity Date". 108. (c) The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC and the Grantor Trust, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMICs or the Grantor Trust that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder (including its duties as tax return preparer). The Trustee shall be entitled to reimbursement from the Certificate Account of the expenses to the extent (x) provided in clause (i) above and (y) such expenses are "unanticipated expenses" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). (d) The Trustee shall prepare, sign and file, all of each REMIC's federal and state tax and information returns as such REMIC's direct representative. The Trustee shall prepare, sign and file all of the tax returns in respect of the Grantor Trust. The Trustee shall comply with such requirement by filing Form 1041. The expenses of preparing and filing such returns shall be borne by the Trustee. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 107 860D(a)(6)(B) of the Code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The expenses of providing such information shall be borne by such persons specified in Sections 860E(e)(3) and (6) of the Code. (e) The Trustee or its designee shall perform on behalf of each REMIC and the Grantor Trust all reporting and other tax compliance duties that are the responsibility of such REMIC or the Grantor Trust under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause each REMIC to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans. (j) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) Upon the request of any Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 10.01. (l) [Reserved].

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) As REMIC elections for each REMIC created hereunder as set forth in the Preliminary Statement hereto, the Trustee and this Section 10.01 shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC and the Upper Tier REMIC. The Trustee shall make such elections be made on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, (i) each of the Lower Tier REMIC 1 Regular Interests is hereby designated as a regular interest in REMIC 1; and (ii) each of the Lower Tier REMIC. Each Class of Certificates (other than the Class R and Class P Certificates) REMIC 2 Regular Interests is hereby designated as a regular interest in the Upper Tier REMICREMIC 2. The Class LTLT1-R Interest is hereby designated as the sole residual interest in the Lower Tier REMICREMIC 1. The Upper Tier REMIC Residual Class LT2-R Interest is hereby designated as the sole residual interest in the Upper Tier REMICREMIC 2. The Class R Certificate evidences ownership of the Class LTLT1-R Interest and the Upper Tier Class LT2-R Interest. The Class AP Certificates shall be neither regular interests nor residual interests in any REMIC Residual Interestcreated hereunder. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts related to the Mortgage Loans constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P AP Certificates. The rights of Holders of the Class P AP Certificates to receive distributions from the proceeds of the Grantor Trust Assets Assets, and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement. The Class AP Certificates shall be neither regular interests nor residual interests in any REMIC created hereunder. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts related to the Mortgage Loans distributable to the Class AP Certificates and the related Class AP Reserve Fund shall constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the rights to receive such Prepayment Penalty Amounts and Class AP Reserve Fund and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class AP Certificates. The rights of Holders of the Class AP Certificates to receive distributions from the proceeds of such Prepayment Penalty Amounts and Class AP Reserve Fund, and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement. (b) The Closing Date is hereby designated as the "“Startup Day" ” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation Section 1.860G-1(a)(4) is the "“Latest Possible Maturity Date". 108”. (c) The Trustee shall represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC and the each Grantor Trust, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMICs REMIC or the such Grantor Trust that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder (including its duties as tax return preparer). The Trustee shall be entitled to reimbursement from the Certificate Account of the expenses to the extent (x) provided in clause (i) above and (y) in the case of expenses relating to a REMIC provided for hereunder, such expenses are "“unanticipated expenses" ” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). Any reimbursement described in the preceding sentence shall be allocated and limited to collections or other recoveries and shall be accounted for in such manner. (d) The Trustee shall prepare, sign file and filesign, all of each REMIC's ’s federal and state tax and information returns as such REMIC's ’s direct representative. The Trustee shall prepare, file, and sign and file all of the tax returns in respect of the each Grantor Trust. The Trustee shall comply with such requirement by filing Form 10411041 (unless such Grantor Trust is a WHFIT). The expenses of preparing and filing such returns shall be borne by the Trustee. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 860D(a)(6)(B) of the Code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The organizations and the Trustee will be reimbursed by the Trust for all expenses incurred therewith solely from amounts received for the provision of providing such information shall be borne by such from persons specified in Sections 860E(e)(3) and (6) of the Code. (e) The Trustee or its designee shall perform on behalf of each REMIC and the each Grantor Trust all reporting and other tax compliance duties that are the responsibility of such REMIC or the Grantor Trust under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action action, within their respective control and scope of their duties, or cause each any REMIC hereunder to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action within their respective control and scope of their duties, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any such REMIC as a REMIC or (ii) result in the imposition of a tax upon any such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "“Adverse REMIC Event"”) unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any such REMIC or the assets therein, or causing any such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and Trustee, the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) The Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and further, the Trustee shall sign and file, federal tax returns (including but not limited to appropriate REMIC elections on Form 1066) and appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Trustee’s possession). The Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Trustee) to the extent required by applicable law. The Master Servicer will indemnify the Trustee for any liability of or assessment against the Trustee, as applicable, arising out of or based on any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer. (h) The Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of each REMIC, an application on IRS Form SS-4. The Trustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned for each REMIC, shall promptly forward copies of such notices to the Trustee, the Master Servicer and the Depositor. The Trustee will file an IRS Form 8811 for the REMICs created hereunder. The Trustee shall sign such forms referred to in this Section 10.01(h) as may be required under applicable law. (i) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (hj) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (ik) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage LoansLoans and any contributions from the Funding Account as provided for in Section 5.06 hereof. (jl) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (km) Upon the request of any Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's ’s Certificate stating the Trustee's ’s compliance with the provisions of this Section 10.01. (ln) REMIC 1 shall consist of all of the assets of the Trust Fund (other than (i) the Reserve Fund, (ii) the rights to receive Prepayment Penalty Amounts distributable to the Class AP Certificates and the Class AP Reserve Funds, (iii) the Cap Agreement, (iv) the Swap Agreement and the Supplemental Interest Trust, (v) the Lower Tier Interests and (vi) any of the grantor trusts described in Section 10.01 hereof). The REMIC 1 Regular Interests shall be designated as the regular interests in REMIC 1, and the Class LT1-R Interest shall be designated as the sole class of residual interest in REMIC 1. Each of the REMIC 1 Regular Interests shall have the characteristics set forth in the Preliminary Statement. The assets of REMIC 2 shall be the REMIC 1 Regular Interests. The REMIC 2 Regular Interests shall be designated as the regular interests in REMIC 2, and the Class LT2-R Interest shall be designated as the sole class of residual interest in REMIC 2. Each of the REMIC 2 Regular Interests shall have the characteristics set forth in the Preliminary Statement. The beneficial ownership of the Class LT1-R Interest and the Class LT2-R Interest shall be represented by the Class R Certificate. The Class LT1-R Interest shall not have a principal balance or bear interest. The entitlement of the Class R Certificate to payments of principal and interest shall be attributable to its representation of the Class LT2-R Interest. (o) [Reserved] (p) The parties hereto intend that, for federal income tax purposes, the Class A1 Certificates shall represent (i) the Class A1 REMIC Interest, (ii) ownership of the Cap Agreement and the Reserve Fund and (iii) ownership of the Swap Agreement and the Supplemental Interest Trust, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall furnish or cause to be furnished to the holders of the Class A1 Certificates information regarding their allocable share, if any, of the income with respect to each component of the Class A1 Certificates described in the previous sentence. The Trustee is hereby directed to perform its duties and obligations in accordance with this Section 10.01(p). The parties intend that all amounts paid to the Swap Counterparty under the Swap Agreement shall be deemed for federal income tax purposes to be paid by the Class A1 Certificates out of funds deemed received in respect of the Class A1 REMIC Interest, and the provisions hereof shall be interpreted consistently with this intention. Furthermore, the Holders of the Class A1 Certificates shall be the beneficial owners of the Reserve Fund and the Supplemental Interest Trust for all federal income tax purposes, and shall be taxable on all income earned thereon. (q) [Reserved.] (r) Payments in the nature of expenses, reimbursements and indemnifications made from the Trust Fund shall be allocated and limited to collections or other recoveries (if applicable) and shall be accounted for in such manner. (s) [Reserved] (t) Notwithstanding the priority and sources of payments set forth in Article 5 hereof or otherwise, the Trustee shall account for all distributions with respect to the Class A1 Certificates in amounts that differ from those payable pursuant to the regular interest or interests in REMIC 2 corresponding to such Class as amounts paid or received (as appropriate) pursuant to any interest rate cap contracts or notional principal contracts provided for in this Section. In no event shall any such amounts be treated as payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1).

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) As set forth in the Preliminary Statement hereto, the Trustee shall elect REMIC status shall be elected in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC. The Trustee shall make such elections on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each of the Lower Tier REMIC 1 Regular Interests is hereby designated as a regular interest in the Lower Tier REMICREMIC 1. Each Class of Certificates (other than the Class R and Class P Certificates) REMIC 2 Regular Interests is hereby designated as a regular interest in REMIC 2. Each of the REMIC 3 Regular Interests is hereby designated as a regular interest in REMIC 3. Each REMIC 4 Regular Interest is hereby designated as a regular interest in REMIC 4. Each REMIC 5 Regular Interest is hereby designated as a regular interest in the Upper Tier REMIC. The Class LTLT1-R Interest is hereby designated as the sole residual interest in the Lower Tier REMICREMIC 1. The Upper Tier Class LT2-R Interest is hereby designated as the sole residual interest in REMIC 2. The Class LT3-R Interest is hereby designated as the sole residual interest in REMIC 3. The Class LT4-R Interest is hereby designated as the sole residual interest in REMIC 4. The REMIC 5 Residual Interest is hereby designated as the sole residual interest in the Upper Tier REMIC. The Class R Certificate evidences ownership of the Class LTLT1-R Interest, the Class LT2-R Interest, the Class LT3-R Interest, the Class LT4-R Interest and the Upper Tier REMIC 5 Residual Interest. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 1 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust I Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P P-I Certificates. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 2 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust II Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P-II Certificates. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 4 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust III Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P-III Certificates. The rights of Holders of the Class P P-I, Class P-II and Class P-III Certificates to receive distributions from the proceeds of the Grantor Trust Assets Assets, and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement.. 133 (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) is the "Latest Possible Maturity Date". 108. (c) The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC and the Grantor TrustTrusts, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMICs or the Grantor Trust Trusts that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder (including its duties as tax return preparer). The Trustee shall be entitled to reimbursement from the Certificate Account of the expenses to the extent (x) provided in clause (i) above and (y) such expenses are "unanticipated expenses" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). (d) The Trustee shall prepare, sign and file, all of each REMIC's federal and state tax and information returns as such REMIC's direct representative. The Trustee shall prepare, sign and file all of the tax returns in respect of the Grantor TrustTrusts. The Trustee shall comply with such requirement by filing Form 1041. The expenses of preparing and filing such returns shall be borne by the Trustee. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 860D(a)(6)(B) of the Code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The expenses of providing such information shall be borne by such persons specified in Sections 860E(e)(3) and (6) of the Code. (e) The Trustee or its designee shall perform on behalf of each REMIC and the Grantor Trust Trusts all reporting and other tax compliance duties that are the responsibility of such REMIC or the Grantor Trust Trusts under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause each REMIC to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans. (j) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) Upon the request of any Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 10.01. (l) [Reserved]It is intended that the rights of the Class 2-A1, Class 2-A2, Class 2-A3, Class 4-A, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates to receive payments in respect of Basis Risk Shortfalls shall be treated as rights in respect of interest rate cap contracts written by (1) the Class 2-AX and Class 2-PAX Certificateholders in favor of the holders of the Class 2-A1, Class 2-A2, Class 2-A3, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates, in the case of Basis Risk Shortfalls relating to Pool 2, and (2) the Class 4-AX and Class 4-PAX Certificateholders in favor of the holders of the Class 4-A, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates, in the case of Basis Risk Shortfalls relating to Pool 4, and shall be accounted for as property separate and apart from the REMIC 5 Regular Interests represented by the Class 2-A1, Class 2-A2, Class 2-A3, Class 4-A, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates. This provision is intended to comply with the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistently with such regulation. The Holders of the Class 2-A1, Class 2-A2, Class 2-A3, Class 4-A, Class B1-II, Class B2-II, Class B3, Class B4, Class B5, Class B6 Certificates agree, by their acceptance of such Certificates, that they will take tax reporting positions that allocate no more than a nominal value to the right to receive payments in respect of Basis Risk Shortfalls. The Holders of the Class 2-AX, Class 2-PAX, Class 4-AX and Class 4-PAX Certificates agree, by their acceptance of such Certificates, to take tax reporting positions consistent with allocations by the Holders of the Class 2-A1, Class 2-A2, Class 2-A3, Class 4-A, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates of no more than a nominal value to the right to receive payments in respect of Basis Risk Shortfalls. For information reporting purposes, it will be assumed that such rights have no more than a nominal value. Each payment made to the Class 2-A1, Class 2-A2, Class 2-A3, Class 4-A, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 or Class B6 Certificates in respect of Basis Risk Shortfalls shall be treated for federal income tax purposes as having been distributed to the Class 2-AX, Class 2-PAX, Class 4-AX or Class 4-PAX Certificates, as the case may be, and then paid by the holders of the Class 2-AX, Class 2-PAX, Class 4-AX or 4-PAX Certificates, as the case may be, to the holders of the relevant Class 2-A1, Class 2-A2, Class 2-A3, Class 4-A, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 or Class B6 Certificates. Each holder or beneficial owner of a Class 2-A1, Class 2-A2, Class 2-A3, Class 2-AX, Class 2-PAX, Class 4-A, Class 4-AX, Class 4-PAX, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 or Class B6 Certificate, by virtue of its acquisition of such Certificate or a beneficial interest in such Certificate, agrees to adopt tax reporting positions consistent with the characterization of payments made to the Class 2-A1, Class 2-A2, Class 2-A3, Class 4-A, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates in respect of Basis Risk Shortfalls as payments in respect 136 of interest rate cap agreements written by the holders of the Class 2-AX, Class 2-PAX, Class 4-AX and Class 4-PAX Certificates. The parties hereto intend that the REMIC 5 Regular Interests represented by each of the Class 2-AX, Class 2-PAX, Class 4-AX and Class 4-PAX Certificates, together with the related obligations to make payments to the Class 2-A1, Class 2-A2, Class 2-A3, Class 4-A, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates shall be treated as grantor trusts under the Code and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall (i) furnish to the holders of the Class 2-AX, Class 2-PAX, Class 4-AX and Class 4-PAX Certificates information regarding items of income, gain, loss and deduction of such grantor trusts and (ii) file or cause to be filed with the Internal Revenue Service Form 1041 (together with any necessary attachments) or such other form as may be applicable and (iii) comply with such information reporting obligations with respect to payments from such grantor trusts as may be applicable under the Code or other applicable tax laws.

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) As set forth in the Preliminary Statement hereto, the Trustee shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC. The Trustee shall make such elections on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each of the Lower Tier REMIC 1 Regular Interests is hereby designated as a regular interest in the Lower Tier REMICREMIC 1. Each Class of Certificates (other than the Class R and Class P Certificates) REMIC 2 Regular Interests is hereby designated as a regular interest in REMIC 2. Each of the REMIC 3 Regular Interest is hereby designated as a regular interest in REMIC 3. Each of the REMIC Regular Interests is hereby designated as a regular interest in the Upper Tier REMIC. The Class LTLT1-R Interest is hereby designated as the sole residual interest in REMIC 1. The Class LT2-R Interest is hereby designated as the Lower Tier REMICsole residual interest in REMIC 2. The Class LT3-R Interest is hereby designated as the sole residual interest in REMIC 3. The Upper Tier REMIC Residual Interest is hereby designated as the sole residual interest in the Upper Tier REMIC. The Class R Certificate evidences ownership of the Class LTLT1-R Interest, the Class LT2-R Interest, the Class LT3-R Interest and the Upper Tier REMIC Residual Interest. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P Certificates. The rights of Holders of the Class P Certificates to receive distributions from the proceeds of the Grantor Trust Assets and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) is the "Latest Possible Maturity Date". 108. (c) The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC and the Grantor Trust, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMICs or the Grantor Trust that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder (including its duties as tax return preparer). The Trustee shall be entitled to reimbursement from the Certificate Account of the expenses to the extent (x) provided in clause (i) above and (y) such expenses are "unanticipated expenses" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii).. 122 (d) The Trustee shall prepare, sign and file, all of each REMIC's federal and state tax and information returns as such REMIC's direct representative. The Trustee shall prepare, sign and file all of the tax returns in respect of the Grantor Trust. The Trustee shall comply with such requirement by filing Form 1041. The expenses of preparing and filing such returns shall be borne by the Trustee. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 860D(a)(6)(B) of the Code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The expenses of providing such information shall be borne by such persons specified in Sections 860E(e)(3) and (6) of the Code. (e) The Trustee or its designee shall perform on behalf of each REMIC and the Grantor Trust all reporting and other tax compliance duties that are the responsibility of such REMIC or the Grantor Trust under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause each REMIC to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans. (j) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) Upon the request of any Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 10.01. (l) [Reserved].It is intended that the rights of the Class AX-1 Certificates to receive payments in respect of Class AX-1 Excess Interest Payments shall be treated as rights in respect of cap contracts written by the Holders of the Class AX-2 Certificates in favor of the Holders of the Class AX-1 Certificates and shall be accounted for as property separate and apart from the REMIC Regular Interest represented by the Class AX-1

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) As set forth in the Preliminary Statement hereto, the Trustee shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC 1 and the Upper Tier REMIC. The Trustee shall make such elections on Forms 1066 or other appropriate federal 116 tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each of the Lower Tier REMIC 1 Regular Interests is hereby designated as a regular interest in the Lower Tier REMICREMIC 1. Each Class of Certificates (other than the Class R and Class P Certificates) REMIC Regular Interests is hereby designated as a regular interest in the Upper Tier REMIC. The Class LTLT1-R Interest is hereby designated as the sole residual interest in the Lower Tier REMICREMIC 1. The Upper Tier REMIC Residual Interest is hereby designated as the sole residual interest in the Upper Tier REMIC. The Class R Certificate evidences ownership of the Class LTLT1-R Interest and the Upper Tier REMIC Residual Interest. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P Certificates. The rights of Holders of the Class P Certificates to receive distributions from the proceeds of the Grantor Trust Assets and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) is the "Latest Possible Maturity Date". 108. (c) The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC and the Grantor Trust, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMICs or the Grantor Trust that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder (including its duties as tax return preparer). The Trustee shall be entitled to reimbursement from the Certificate Account of the expenses to the extent (x) provided in clause (i) above and (y) such expenses are "unanticipated expenses" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). (d) The Trustee shall prepare, sign and file, all of each REMIC's federal and state tax and information returns as such REMIC's direct representative. The Trustee shall prepare, sign and file all of the tax and information returns in respect of the each Grantor Trust. The Trustee shall comply with such requirement by filing Form 1041. The expenses of preparing and filing such returns shall be borne by the Trustee. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 860D(a)(6)(B) of the Code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The expenses of providing such information shall be borne by such persons specified in Sections 860E(e)(3) and (6) of the Code. (e) The Trustee or its designee shall perform on behalf of each REMIC and the Grantor Trust all reporting and other tax compliance duties that are the responsibility of such REMIC or the Grantor Trust under the Code, the REMIC Provisions, or other compliance 117 guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause each REMIC to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans. (j) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) Upon the request of any Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 10.01. (l) [Reserved].It is intended that the rights of the Holders of the Subordinate LIBOR Certificates to receive payments in respect of Subordinate Floating Rate Certificate Shortfalls and Unpaid Subordinate Floating Rate Certificate Shortfalls shall be treated as rights in respect of cap contracts written by the Holders of the Class BX Certificates in favor of the Holders of the Subordinate LIBOR Certificates and shall be accounted for as property separate and apart from the REMIC Regular Interest represented by each of the Subordinate LIBOR Certificates. This provision is intended to comply with the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistently with such regulation. The Holders of the Subordinate LIBOR Certificates (other than the Class B6 Certificates) agree, by their acceptance of such Certificates, that they will take tax reporting positions that allocate no more than a nominal value to the right to receive payments in respect of Subordinate Floating Rate Certificate Shortfalls and Unpaid Subordinate Floating Rate Certificate Shortfalls. The Holders of the Class BX Certificates agree, by their acceptance of such Certificates, to take tax reporting positions consistent with allocations by the Holders of the Subordinate LIBOR Certificates (other than the Class B6 Certificates) of no more than a nominal value to the right to receive payments in respect of Subordinate Floating Rate Certificate Shortfalls and Unpaid Subordinate Floating Rate Certificate Shortfalls. For information reporting purposes, it will be assumed that such rights (other than such rights of the Holders of the Class B6 Certificates) have no value. Each payment made to the Subordinate LIBOR Certificates in respect of Subordinate Floating Rate Certificate Shortfalls and Unpaid Subordinate Floating Rate Certificate Shortfalls shall be treated for federal income tax purposes as having been distributed to the Class BX Certificates in respect of one or more of the REMIC BX Components and then paid by the Holders of the Class BX Certificates to the Holders of the Subordinate LIBOR Certificates. Each Holder or beneficial owner of a Subordinate LIBOR Certificate or Class BX Certificate, by virtue of its acquisition of such Certificate or a beneficial interest in such Certificate, agrees to adopt tax reporting positions consistent with the characterization of payments made to the Subordinate LIBOR Certificates in respect of Subordinate Floating Rate Certificate Shortfalls and Unpaid Subordinate Floating Rate Certificate Shortfalls as payments in respect of interest rate cap agreements written by the Holders of the Class BX Certificates. The parties hereto intend that the REMIC Regular Interests represented by each of the Class BX Certificates, together with the related obligations to make payments to the Subordinate LIBOR Certificates shall be treated as a grantor trust under the Code and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall (i) furnish to the Holders of the Class BX Certificates information regarding their share of the items of income, gain, loss and deduction of such grantor trust and (ii) file or cause to be filed with the Internal Revenue Service Form 1041 (together with any necessary attachments) or such other forms as may be applicable and (iii) comply with such information reporting obligations with respect to payments from such grantor trust as may be applicable under the Code or other applicable tax laws. 119

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) As set forth in the Preliminary Statement hereto, the Trustee shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC. The Trustee shall make such elections on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each of the Lower Tier REMIC Regular Interests is hereby designated as a regular interest in the Lower Tier REMIC Each of the Middle Tier REMIC Regular Interests is hereby designated as a regular interest in the Middle Tier REMIC. Each Class of Certificates (Certificate, other than the Class R Certificate and the Class P Certificates) , is hereby designated as a regular interest in the Upper Tier REMIC. The Class LT-R Interest is hereby designated as the sole residual interest in the Lower Tier REMIC. The Upper Tier REMIC Residual Class MT-R Interest is hereby designated as the sole residual interest in the Middle Tier REMIC. The Class R Certificate evidences ownership of the Class LT-R Interest, the Class MT-R Interest and is also hereby designated as the sole residual interest in the Upper Tier REMIC. The Class R Certificate evidences ownership of the Class LT-R Interest and the Upper Tier P Certificates shall be neither regular interests nor residual interests in any REMIC Residual Interestcreated hereunder. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 1 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust I Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P P-I Certificates. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 2, Pool 3 or Pool 4 (other than any Prepayment Penalty Amounts received with respect to the Participations) constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust II Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P-II Certificates. The rights of Holders of the Class P P-I and Class P-II Certificates to receive distributions from the proceeds of the Grantor Trust Assets Assets, and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement.. 120 (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The "latest possible maturity date date" of each regular interest in each REMIC for purposes of Treasury Regulation 1.860G-1(a)(4) is the "Latest Possible Maturity Date". 108. (c) The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC and the Grantor Trust, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMICs or the REMIC and Grantor Trust that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder (including its duties as tax return preparer). The Trustee shall be entitled to reimbursement from the Certificate Account of the expenses to the extent (x) provided in clause (i) above and (y) from the Certificate Account, but only to the extent such expenses are "unanticipated expenses" within the meaning for purposes of Treasury Regulations Regulation Section 1.860G-1(b)(3)(ii). (d) The Trustee shall prepare, sign and file, file all of each REMIC's federal and state tax and information returns as such REMIC's direct representative. The Trustee shall prepare, sign and file all of the tax returns in respect of the Grantor TrustTrusts. The Trustee shall comply with such requirement by filing Form 1041. The expenses of preparing and filing such returns shall be borne by the Trustee. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 860D(a)(6)(B) of the Code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The organizations and the Trustee will be reimbursed by the Trust for all expenses of providing such information shall be borne by such persons specified in Sections 860E(e)(3) and (6) of the Codeincurred therewith. (e) The Trustee or its designee shall perform on behalf of each REMIC and the Grantor Trust all reporting and other tax compliance duties that are the responsibility of such REMIC or the Grantor Trust under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions.121 (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause each REMIC to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such any REMIC as a REMIC or (ii) result in the imposition of a tax upon such any REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing such any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such any REMIC, and no such Person shall take any such action or cause such any REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related any REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans. (j) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) Upon the request of any Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 10.01. (l) [Reserved].

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) As set forth in the Preliminary Statement hereto, the Trustee shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC. The Trustee shall make such elections on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each of the Lower Tier Regular Interests is hereby designated as a regular interest in the Lower Tier REMIC. Each Class , each of Certificates (other than the Class R Middle Tier Regular Interests is hereby designated as a regular interest in the Middle Tier REMIC and Class P Certificates) each of the Upper Tier REMIC Regular Interests is hereby designated as a regular interest in the Upper Tier REMIC. The Class LT-R Interest is hereby designated as the sole residual interest in the Lower Tier REMIC. The Class MT-R Interest is hereby designated as the sole residual interest in the Middle Tier REMIC. The Upper Tier REMIC Residual Interest is hereby designated as the sole residual interest in the Upper Tier REMIC. The Class R Certificate evidences ownership of the Class LT-R Interest, Class MT-R Interest and the Upper Tier REMIC Residual Interest. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust I Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P Certificates. The rights of Holders of the Class P Certificates to receive distributions from the proceeds of the Grantor Trust I Assets and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) is the "Latest Possible Maturity Date". 108. (c) The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC and the Grantor TrustTrusts, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMICs or the Grantor Trust Trusts that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder (including its duties as tax return preparer). The Trustee shall be entitled to reimbursement from the Certificate Account of the expenses to the extent (x) provided in clause (i) above and (y) such expenses are "unanticipated expenses" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). (d) The Trustee shall prepare, sign and file, all of each REMIC's federal and state tax and information returns as such REMIC's direct representative. The Trustee shall prepare, sign and file all of the tax returns in respect of the Grantor TrustTrusts. The Trustee shall comply with such requirement by filing Form 1041. The expenses of preparing and filing such returns shall be borne by the Trustee. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 860D(a)(6)(B) of the Code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The expenses of providing such information shall be borne by such persons specified in Sections 860E(e)(3) and (6) of the Code. (e) The Trustee or its designee shall perform on behalf of each REMIC and the Grantor Trust Trusts all reporting and other tax compliance duties that are the responsibility of such REMIC or the Grantor Trust Trusts under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause each REMIC to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans. (j) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) Upon the request of any Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 10.01. (l) [Reserved]It is intended that the rights of the Class A1, Class A2, Class A3, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates to receive payments in respect of Basis Risk Shortfalls shall be treated as rights in respect of interest rate cap contracts written by the Class AX and Class PAX Certificateholders in favor of the holders of the Class A1, Class A2, Class A3, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates and shall be accounted for as property separate and apart from the Upper Tier REMIC Regular Interests represented by the Class A1, Class A2, Class A3, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates. This provision is intended to comply with the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistently with such regulation. The Holders of the Class A1, Class A2, Class A3, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates agree, by their acceptance of such Certificates, that they will take tax reporting positions that allocate no more than a nominal value to the right to receive payments in respect of Basis Risk Shortfalls. The Holders of the Class AX and Class PAX Certificates agree, by their acceptance of such Certificates, to take tax reporting positions consistent with allocations by the Holders of the Class A1, Class A2, Class A3, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates of no more than a nominal value to the right to receive payments in respect of Basis Risk Shortfalls. For information reporting purposes, it will be assumed that such rights have no value. Each payment made to the Class A1, Class A2, Class A3, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates in respect of Basis Risk Shortfalls shall be treated for federal income tax purposes as having been distributed to the Class AX and Class PAX Certificates, as the case may be, and then paid by the holders of the Class AX or Class PAX Certificates, as the case may be, to the holders of the relevant Class A1, Class A2, Class A3, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates. Each holder or beneficial owner of a Class A1, Class A2, Class A3, Class AX, Class PAX, Class, B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificate, by virtue of its acquisition of such Certificate or a beneficial interest in such Certificate, agrees to adopt tax reporting positions consistent with the characterization of payments made to the Class A1, Class A2, Class A3, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates in respect of Basis Risk Shortfalls as payments in respect of interest rate cap agreements written by the holders of the Class AX and Class PAX Certificates. The parties hereto intend that the Upper Tier REMIC Regular Interests represented by each of the Class AX and Class PAX Certificates, together with the related obligations to make payments to the Class A1, Class A2, Class A3, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates shall be treated as grantor trusts under the Code and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall (i) furnish to the holders of the Class AX and Class PAX Certificates information regarding items of income, gain, loss and deduction of such grantor trusts and (ii) file or cause to be filed with the Internal Revenue Service Form 1041 (together with any necessary attachments) or such other form as may be applicable and (iii) comply with such information reporting obligations with respect to payments from such grantor trusts as may be applicable under the Code or other applicable tax laws.

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) As set forth in the Preliminary Statement hereto, the Trustee shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC. The Trustee shall make such elections on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each of the Lower Tier REMIC 1 Regular Interests is hereby designated as a regular interest in the Lower Tier REMICREMIC 1. Each Class of Certificates (other than the Class R and Class P Certificates) REMIC 2 Regular Interests is hereby designated as a regular interest in REMIC 2. Each of the REMIC 3 Regular Interests is hereby designated as a regular interest in REMIC 3. Each REMIC 4 Regular Interest is hereby designated as a regular interest in REMIC 4. Each REMIC 5 Regular Interest is hereby designated as a regular interest in the Upper Tier REMIC. The Class LTLT1-R Interest is hereby designated as the sole residual interest in the Lower Tier REMICREMIC 1. The Upper Tier Class LT2-R Interest is hereby designated as the sole residual interest in REMIC 2. The Class LT3-R Interest is hereby designated as the sole residual interest in REMIC 3. The Class 121 LT4-R Interest is hereby designated as the sole residual interest in REMIC 4. The REMIC 5 Residual Interest is hereby designated as the sole residual interest in the Upper Tier REMIC. The Class R Certificate evidences ownership of the Class LTLT1-R Interest , the Class LT2-R Interest, the Class LT3-R Interest, the Class LT4-R Interest and the Upper Tier REMIC 5 Residual Interest. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 1 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust I Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P P-I Certificates. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 2 and Pool 5 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust II Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P-II Certificates. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 4 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust III Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P-III Certificates. The rights of Holders of the Class P P-I, Class P-II and Class P-III Certificates to receive distributions from the proceeds of the Grantor Trust I Assets, Grantor Trust II Assets and Grantor Trust III Assets, respectively, and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) is the "Latest Possible Maturity Date". 108. (c) The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC and the Grantor TrustTrusts, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMICs or the Grantor Trust Trusts that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder (including its duties as tax return preparer). The Trustee shall be entitled to reimbursement from the Certificate Account of the expenses to the extent (x) provided in clause (i) above and (y) such expenses are "unanticipated expenses" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). (d) The Trustee shall prepare, sign and file, all of each REMIC's federal and state tax and information returns as such REMIC's direct representative. The Trustee shall prepare, sign and file all of the tax returns in respect of the Grantor TrustTrusts. The Trustee shall comply with such requirement by filing Form 1041. The expenses of preparing and filing such returns shall be borne by the Trustee. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 860D(a)(6)(B) of the Code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The organizations and the Trustee will be reimbursed by the Trust for all expenses incurred therewith provided that such expenses are "unanticipated expenses" within the meaning of providing such information shall be borne by such persons specified in Sections 860E(e)(3) and (6) of the CodeTreasury Regulation Section 1.860G-1(b)(3)(ii). (e) The Trustee or its designee shall perform on behalf of each REMIC and the Grantor Trust Trusts all reporting and other tax compliance duties that are the responsibility of such REMIC or the Grantor Trust Trusts under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause each REMIC to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans. (j) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) Upon the request of any Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 10.01. (l) [Reserved]It is intended that the rights of the Class 4-A, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates to receive payments in respect of Basis Risk Shortfalls shall be treated as rights in respect of interest rate cap contracts written by the Class 4-AX and Class 4-PAX Certificateholders in favor of the holders of the Class 4-A, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates and shall be accounted for as property separate and apart from the REMIC 5 Regular Interests represented by the Class 4-A, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates. This provision is intended to comply with the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistently with such regulation. The Holders of the Class 4-A, Class B1, Class B2, Class B3, Class B4, Class B5 , Class B6 Certificates agree, by their acceptance of such Certificates, that they will take tax reporting positions that allocate no more than a nominal value to the right to receive payments in respect of Basis Risk Shortfalls. The Holders of the Class 4-AX Certificates and the Class 4-PAX Certificates agree, by their acceptance of such Certificates, to take tax reporting positions consistent with allocations by the Holders of the Class 4-A, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates of no more than a nominal value to the right to receive payments in respect of Basis Risk Shortfalls. For information reporting purposes, it will be assumed that such rights have no more than a nominal value. Each payment made to the Class 4-A, Class B1, Class B2, Class B3, Class B4, Class B5 or Class B6 Certificates in respect of Basis Risk Shortfalls shall be treated for federal income tax purposes as having been distributed to the Class 4-AX Certificates or the Class 4-PAX Certificates, as the case may be, and then paid by the holders of the Class 4-AX Certificates or the Class 4-PAX Certificates, as the case may be, to the holders of the relevant Class 4-A, Class B1, Class B2, Class B3, Class B4, Class B5 or Class B6 Certificates. Each holder or beneficial owner of a Class 4-A, Class 4-AX, Class 4-PAX, Class B1, Class B2, Class B3, Class B4, Class B5 or Class B6 Certificate, by virtue of its acquisition of such Certificate or a beneficial interest in such Certificate, agrees to adopt tax reporting positions consistent with the characterization of payments made to the Class 4-A, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates in respect of Basis Risk Shortfalls as payments in respect of interest rate cap agreements written by the holders of the Class 4-AX Certificates and Class 4-PAX Certificates. The parties hereto intend that the REMIC 5 Regular Interests represented by each of the Class 4-AX Certificates and Class 4-PAX Certificates, together with the related obligations to make payments to the Class 4-A, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates shall be treated as two separate grantor trusts under the Code and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall (i) furnish to the holders of the Class 4-AX Certificates and Class 4-PAX Certificates information regarding their share of the items of income, gain, loss and deduction of 124 such grantor trusts and (ii) file or cause to be filed with the Internal Revenue Service Forms 1041 (together with any necessary attachments) or such other forms as may be applicable and (iii) comply with such information reporting obligations with respect to payments from such grantor trusts as may be applicable under the Code or other applicable tax laws.

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) As set forth in the Preliminary Statement hereto, the Trustee shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC. The Trustee shall make such elections on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each of the Lower Tier REMIC Regular Interests is hereby designated as a regular interest in the Lower Tier REMIC Each of the Middle Tier REMIC Regular Interests is hereby designated as a regular interest in the Middle Tier REMIC. Each Class of Certificates (Certificate, other than the Class R Certificate and the Class P Certificates) , is hereby designated as a regular interest in the Upper Tier REMIC. The Class LT-R Interest is hereby designated as the sole residual interest in the Lower Tier REMIC. The Upper Tier REMIC Residual Class MT-R Interest is hereby designated as the sole residual interest in the Middle Tier REMIC. The Class R Certificate evidences ownership of the Class LT-R Interest, the Class MT-R Interest and is also hereby designated as the sole residual interest in the Upper Tier REMIC. The Class R Certificate evidences ownership of the Class LT-R Interest and the Upper Tier P Certificates shall be neither regular interests nor residual interests in any REMIC Residual Interestcreated hereunder. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 1 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust I Assets and declares that it holds and will hold such assets in trust for the exclusive use and 123 benefit of all present and future Holders of the Class P-I Certificates. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 2, Pool 3 or Pool 4 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust II Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P P-II Certificates. The rights of Holders of the Class P P-I and Class P-II Certificates to receive distributions from the proceeds of the Grantor Trust Assets Assets, and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The "latest possible maturity date date" of each regular interest in each REMIC for purposes of Treasury Regulation 1.860G-1(a)(4) is the "Latest Possible Maturity Date". 108. (c) The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC and the Grantor Trust, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMICs or the REMIC and Grantor Trust that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder (including its duties as tax return preparer). The Trustee shall be entitled to reimbursement from the Certificate Account of the expenses to the extent (x) provided in clause (i) above and (y) from the Certificate Account, but only to the extent such expenses are "unanticipated expenses" within the meaning for purposes of Treasury Regulations Regulation Section 1.860G-1(b)(3)(ii). (d) The Trustee shall prepare, sign and file, file all of each REMIC's federal and state tax and information returns as such REMIC's direct representative. The Trustee shall prepare, sign and file all of the tax returns in respect of the Grantor TrustTrusts. The Trustee shall comply with such requirement by filing Form 1041. The expenses of preparing and filing such returns shall be borne by the Trustee. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 860D(a)(6)(B) of the Code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The organizations and the Trustee will be reimbursed by the Trust for all expenses of providing such information shall be borne by such persons specified in Sections 860E(e)(3) and (6) of the Codeincurred therewith. (e) The Trustee or its designee shall perform on behalf of each REMIC and the Grantor Trust all reporting and other tax compliance duties that are the responsibility of such REMIC or the Grantor Trust under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause each REMIC to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such any REMIC as a REMIC or (ii) result in the imposition of a tax upon such any REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing such any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such any REMIC, and no such Person shall take any such action or cause such any REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related any REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans. (j) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) Upon the request of any Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 10.01. (l) [Reserved].

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) As set forth in the Preliminary Statement hereto, the Trustee shall elect REMIC status in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC. The Trustee shall make such elections on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each of the Lower Tier REMIC Regular Interests is hereby designated as a regular interest in the Lower Tier REMIC Each of the Middle Tier REMIC Regular Interests is hereby designated as a regular interest in the Middle Tier REMIC. Each Class of Certificates (Certificate, other than the Class R Certificate, the Class 2-AX Certificates and the Class P Certificates) , and each Class 2-AX Component is hereby designated as a regular interest in the Upper Tier REMIC. For federal income tax purposes, the Class 2-AX Certificates shall represent each of the Class 2-AX Components. The Class LT-R Interest is hereby designated as the sole residual interest in the Lower Tier REMIC. The Upper Class MT-R Interest is hereby designated as the sole residual interest in the Middle Tier REMIC REMIC. The Residual Interest is hereby designated as the sole residual interest in the Upper Tier REMIC. The Class R Certificate evidences ownership of the Class LT-R Interest, the Class MT-R Interest and the Upper Tier REMIC Residual Interest. The Class P Certificates shall be neither regular interests nor residual interests in any REMIC created hereunder. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 1 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust I Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P P-I Certificates. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 2 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust II Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P-II Certificates. The rights of Holders of the Class P P-I and Class P-II Certificates to receive distributions from the proceeds of the Grantor Trust Assets Assets, and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The "latest possible maturity date date" of each regular interest in each REMIC for purposes of Treasury Regulation 1.860G-1(a)(4) is the "Latest Possible Maturity Date". 108. (c) The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC and the Grantor Trust, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMICs or the REMIC and Grantor Trust that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder (including its duties as tax return preparer). The Trustee shall be entitled to reimbursement from the Certificate Account of the expenses to the extent (x) provided in clause (i) above and (y) from the Certificate Account, but only to the extent such expenses are "unanticipated expenses" within the meaning for purposes of Treasury Regulations Regulation Section 1.860G-1(b)(3)(ii). (d) The Trustee shall prepare, sign and file, file all of each REMIC's federal and state tax and information returns as such REMIC's direct representative. The Trustee shall prepare, sign and file all of the tax returns in respect of the Grantor TrustTrusts. The Trustee shall comply with such requirement by filing Form 1041. The expenses of preparing and filing such returns shall be borne by the Trustee. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 860D(a)(6)(B) of the Code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The organizations and the Trustee will be reimbursed by the Trust for all expenses of providing such information shall be borne by such persons specified in Sections 860E(e)(3) and (6) of the Codeincurred therewith. (e) The Trustee or its designee shall perform on behalf of each REMIC and the Grantor Trust all reporting and other tax compliance duties that are the responsibility of such REMIC or the Grantor Trust under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause each REMIC to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such any REMIC as a REMIC or (ii) result in the imposition of a tax upon such any REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing such any REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such any REMIC, and no such Person shall take any such action or cause such any REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related any REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans. (j) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) Upon the request of any Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 10.01. (l) [Reserved].

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) As set forth in the Preliminary Statement hereto, the Trustee shall elect REMIC status shall be elected in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC. The Trustee shall make such elections on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each of the Lower Tier REMIC 1 Regular Interests is hereby designated as a regular interest in the Lower Tier REMICREMIC 1. Each Class of Certificates (other than the Class R and Class P Certificates) REMIC 2 Regular Interests is hereby designated as a regular interest in REMIC 2. Each of the REMIC 3 Regular Interests is hereby designated as a regular interest in REMIC 3. Each REMIC 4 Regular Interest is hereby designated as a regular interest in REMIC 4. Each REMIC 5 Regular Interest is hereby designated as a regular interest in the Upper Tier REMIC. The Class LTLT1-R Interest is hereby designated as the sole residual interest in the Lower Tier REMICREMIC 1. The Upper Tier Class LT2-R Interest is hereby designated as the sole residual interest in REMIC 2. The Class LT3-R Interest is hereby designated as the sole residual interest in REMIC 3. The Class LT4-R Interest is hereby designated as the sole residual interest in REMIC 4. The REMIC 5 Residual Interest is hereby designated as the sole residual interest in the Upper Tier REMIC. The Class R Certificate evidences ownership of the Class LTLT1-R Interest, the Class LT2-R Interest, the Class LT3-R Interest, the Class LT4-R Interest and the Upper Tier REMIC 5 Residual Interest. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 1 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust I Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P P-I Certificates. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 2, Pool 3 and Pool 5 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust II Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P-II Certificates. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 4 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust III Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P-III Certificates. The rights of Holders of the Class P P-I, Class P-II and Class P-III Certificates to receive distributions from the proceeds of the Grantor Trust I Assets, Grantor Trust II Assets and Grantor Trust III Assets, respectively, and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) is the "Latest Possible Maturity Date". 108. (c) The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC and the Grantor TrustTrusts, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMICs REMIC or the such Grantor Trust that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder (including its duties as tax return preparer). The Trustee shall be entitled to reimbursement from the Certificate Account of the expenses to the extent (x) provided in clause (i) above and (y) in the case of expenses relating to a REMIC provided for hereunder such expenses are "unanticipated expenses" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). (d) The Trustee shall prepare, sign and file, file all of each REMIC's federal and state tax and information returns as such REMIC's direct representative. The Trustee shall prepare, sign and file all of the tax returns in respect of the Grantor TrustTrusts. The Trustee shall comply with such requirement by filing Form 1041. The expenses of preparing and filing such returns shall be borne by the Trustee. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 860D(a)(6)(B) of the Code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The expenses of providing such information shall be borne by such persons specified in Sections 860E(e)(3) and (6) of the Code. (e) The Trustee or its designee shall perform on behalf of each REMIC and the Grantor Trust Trusts all reporting and other tax compliance duties that are the responsibility of such REMIC or the Grantor Trust Trusts under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause each any REMIC hereunder to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any such REMIC as a REMIC or (ii) result in the imposition of a tax upon any such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any such REMIC or the assets therein, or causing any such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans. (j) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) Upon the request of any Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 10.01. (l) [Reserved]It is intended that the rights of the Class 4-A1, Class 4-A2, Class 4-A3, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates to receive payments in respect of Basis Risk Shortfalls shall be treated as rights in respect of interest rate cap contracts written by the Class 4-AX and Class 4-PAX Certificateholders in favor of the holders of the Class 4-A1, Class 4-A2, Class 4-A3, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates and shall be accounted for as property separate and apart from the REMIC 5 Regular Interests represented by the Class 4-A1, Class 4-A2, Class 4-A3, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates. This provision is intended to comply with the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistently with such regulation. The Holders of the Class 4-A1, Class 4-A2, Class 4-A3, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates agree, by their acceptance of such Certificates, that they will take tax reporting positions that allocate no more than a nominal value to the right to receive payments in respect of Basis Risk Shortfalls. The Holders of the Class 4-AX and Class 4-PAX Certificates agree, by their acceptance of such Certificates, to take tax reporting positions consistent with allocations by the Holders of the Class 4-A1, Class 4-A2, Class 4-A3, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates of no more than a nominal value to the right to receive payments in respect of Basis Risk Shortfalls. For information reporting purposes, it will be assumed that such rights have no value. Each payment made to the Class 4-A1, Class 4-A2, Class 4-A3, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates in respect of Basis Risk Shortfalls shall be treated for federal income tax purposes as having been distributed to the Class 4-AX and Class 4-PAX Certificates, as the case may be, and then paid by the holders of the Class 4-AX or Class 4-PAX Certificates, as the case may be, to the holders of the relevant Class 4-A1, Class 4-A2, Class 4-A3, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates. Each holder or beneficial owner of a Class 4-A1, Class 4-A2, Class 4-A3, Class 4-AX, Class 4-PAX, Class, B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificate, by virtue of its acquisition of such Certificate or a beneficial interest in such Certificate, agrees to adopt tax reporting positions consistent with the characterization of payments made to the Class 4-A1, Class 4-A2, Class 4-A3, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates in respect of Basis Risk Shortfalls as payments in respect of interest rate cap agreements written by the holders of the Class 4-AX and Class 4-PAX Certificates. The parties hereto intend that the REMIC 5 Regular Interests represented by each of the Class 4-AX and Class 4-PAX Certificates, together with the related obligations to make payments to the Class 4-A1, Class 4-A2, Class 4-A3, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates shall be treated as grantor trusts under the Code and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall (i) furnish to the holders of the Class 4-AX and Class 4-PAX Certificates information regarding items of income, gain, loss and deduction of such grantor trusts and (ii) file or cause to be filed with the Internal Revenue Service Form 1041 (together with any necessary attachments) or such other form as may be applicable and (iii) comply with such information reporting obligations with respect to payments from such grantor trusts as may be applicable under the Code or other applicable tax laws.

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) As set forth in the Preliminary Statement hereto, the Trustee shall elect REMIC status shall be elected in accordance with the REMIC Provisions with respect to each of the Lower Tier REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC. The Trustee shall make such elections on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of such elections, each of the Lower Tier REMIC 1 Regular Interests is hereby designated as a regular interest in the Lower Tier REMICREMIC 1. Each Class of Certificates (other than the Class R and Class P Certificates) REMIC 2 Regular Interests is hereby designated as a regular interest in REMIC 2. Each of the REMIC 3 Regular Interests is hereby designated as a regular interest in REMIC 3. Each REMIC 4 Regular Interest is hereby designated as a regular interest in REMIC 4. Each REMIC 5 Regular Interest is hereby designated as a regular interest in the Upper Tier REMIC. The Class LTLT1-R Interest is hereby designated as the sole residual interest in the Lower Tier REMICREMIC 1. The Upper Tier Class LT2-R Interest is hereby designated as the sole residual interest in REMIC 2. The Class LT3-R Interest is hereby designated as the sole residual interest in REMIC 3. The Class LT4-R Interest is hereby designated as the sole residual interest in REMIC 4. The REMIC 5 Residual Interest is hereby designated as the sole residual interest in the Upper Tier REMIC. The Class R Certificate evidences ownership of the Class LTLT1-R Interest, the Class LT2-R Interest, the Class LT3-R Interest, the Class LT4-R Interest and the Upper Tier REMIC 5 Residual Interest. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 1 and Pool 3 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust I Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P P-I Certificates. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts with respect to Pool 2 constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust II Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class P-II Certificates. The rights of Holders of the Class P P-I and Class P-II Certificates to receive distributions from the proceeds of the Grantor Trust I Assets and Grantor Trust II Assets, respectively, and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) is the "Latest Possible Maturity Date". 108121 (c) The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC and the Grantor TrustTrusts, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMICs or the Grantor Trust Trusts that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder (including its duties as tax return preparer). The Trustee shall be entitled to reimbursement from the Certificate Account of the expenses to the extent (x) provided in clause (i) above and (y) such expenses are "unanticipated expenses" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). (d) The Trustee shall prepare, sign and file, all of each REMIC's federal and state tax and information returns as such REMIC's direct representative. The Trustee shall prepare, sign and file all of the tax returns in respect of the Grantor TrustTrusts. The Trustee shall comply with such requirement by filing Form 1041. The expenses of preparing and filing such returns shall be borne by the Trustee. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Trustee will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 860D(a)(6)(B) of the Code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations. The expenses of providing such information shall be borne by such persons specified in Sections 860E(e)(3) and (6) of the Code. (e) The Trustee or its designee shall perform on behalf of each REMIC and the Grantor Trust Trusts all reporting and other tax compliance duties that are the responsibility of such REMIC or the Grantor Trust Trusts under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Master Servicer and the Holders of Certificates shall take any action or cause each REMIC to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans. (j) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (k) Upon the request of any Rating Agency, the Trustee shall deliver to such Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 10.01. (l) [Reserved]It is intended that the rights of the Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates to receive payments in respect of Basis Risk Shortfalls shall be treated as rights in respect of interest rate cap contracts written by the Class 2-AX and Class 2-PAX Certificateholders in favor of the holders of the Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates and shall be accounted for as property separate and apart from the REMIC 5 Regular Interests represented by the Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates. This provision is intended to comply with the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistently with such regulation. The Holders of the Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class B1, Class B2, Class B3, Class B4, Class B5, Class B6 Certificates agree, by their acceptance of such Certificates, that they will take tax reporting positions that allocate no more than a nominal value to the right to receive payments in respect of Basis Risk Shortfalls. The Holders of the Class 2-AX Certificates and the Class 2-PAX Certificates agree, by their acceptance of such Certificates, to take tax reporting positions consistent with allocations by the Holders of the Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates of no more than a nominal value to the right to receive payments in respect of Basis Risk Shortfalls. For information reporting purposes, it will be assumed that 123 such rights have no value. Each payment made to the Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class B1, Class B2, Class B3, Class B4, Class B5 or Class B6 Certificates in respect of Basis Risk Shortfalls shall be treated for federal income tax purposes as having been distributed to the Class 2-AX Certificates or the Class 2-PAX Certificates, as the case may be, and then paid by the holders of the Class 2-AX Certificates or the Class 2-PAX Certificates, as the case may be, to the holders of the relevant Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class B1, Class B2, Class B3, Class B4, Class B5 or Class B6 Certificates. Each holder or beneficial owner of a Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class 2-A8, Class 2-AX, Class 2-PAX, Class B1, Class B2, Class B3, Class B4, Class B5 or Class B6 Certificate, by virtue of its acquisition of such Certificate or a beneficial interest in such Certificate, agrees to adopt tax reporting positions consistent with the characterization of payments made to the Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates in respect of Basis Risk Shortfalls as payments in respect of interest rate cap agreements written by the holders of the Class 2-AX Certificates and Class 2-PAX Certificates. The parties hereto intend that the REMIC 5 Regular Interests represented by each of the Class 2-AX Certificates and Class 2-PAX Certificates, together with the related obligations to make payments to the Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates shall be treated as two separate grantor trusts under the Code and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Trustee shall (i) furnish to the holders of the Class 2-AX Certificates and Class 2-PAX Certificates information regarding their share of the items of income, gain, loss and deduction of such grantor trusts and (ii) file or cause to be filed with the Internal Revenue Service Forms 1041 (together with any necessary attachments) or such other forms as may be applicable and (iii) comply with such information reporting obligations with respect to payments from such grantor trusts as may be applicable under the Code or other applicable tax laws.