Common use of REMIC Election for REMIC III Clause in Contracts

REMIC Election for REMIC III. The Tax Matters Person shall, on behalf of REMIC III, elect to treat REMIC III as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from REMIC III for any such prohibited transaction penalty taxes if the Company’s failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person shall, on behalf of REMIC III, elect to treat REMIC III as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the “"startup day” " of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “"regular interests” " in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “"residual interest” " in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from REMIC III for any such prohibited transaction penalty taxes if the Company’s 's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III II shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Class A Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class C-X Certificates outside of REMIC III pursuant to Section 2.19, and which information reports, in the case of the Class C-X Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the Class A Certificates outside of REMIC III pursuant to Section 2.19); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company Servicer shall be entitled to be indemnified from REMIC III for any such prohibited transaction penalty taxes if the CompanyServicer’s failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

REMIC Election for REMIC III. The Tax Matters Person shall, on behalf of REMIC III, elect to treat REMIC III as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the “"startup day” " of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “"regular interests” " in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “"residual interest” " in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Business Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from REMIC III for any such prohibited transaction penalty taxes if the Company’s 's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates REMIC III Regular Interests are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person Trustee shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Trustee shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III II as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Trustee or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Trustee has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Trustee’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse itself for such payment from amounts on deposit in the Distribution Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Trustee pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Distribution Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed pursuant to either of the immediately preceding two sentences shall be allocated as a loss among the REMIC III Regular Interests pursuant to the definition of “Realized Losses.” None of the Trustee, Servicer or the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person shall, on behalf of REMIC III, elect to treat REMIC III as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 R-2 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 R-2 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III II shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Class A Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class X Certificates outside of REMIC III pursuant to Section 2.19, and which information reports, in the case of the Class X Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the Class A Certificates outside of REMIC III pursuant to Section 2.19); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from REMIC III for any such prohibited transaction penalty taxes if the Company’s failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Certificates (other than the Class 1X-PPP, Class 2X-PPP and Class R Certificates), shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class 1X-PPP or Class 2X-PPP Certificates, as applicable, outside of REMIC III pursuant to Section 2.23, and which information reports, in the case of the Class 1X-PPP and Class 2X-PPP Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the applicable Class of Certificates (other than the Class 1X-PPP, Class 2X-PPP and Class R Certificates) outside of REMIC III pursuant to Section 2.23); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “"startup day” " of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “"regular interests” " in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “"residual interest” " in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Certificates (other than the Class 1X-PPP, Class 2X-PPP and Class R Certificates), shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class 1X-PPP or Class 2X-PPP Certificates, as applicable, outside of REMIC III pursuant to Section 2.23, and which information reports, in the case of the Class 1X-PPP and Class 2X-PPP Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the applicable Class or Classes of other Certificates outside of REMIC III pursuant to Section 2.23); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Company’s immediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer's failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the REMIC III Regular Interests and the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates REMIC III Regular Interests are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III II as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC II Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC II Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-1 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Certificates (other than the Class CX-1 and Class CX-2-PPP Certificates), shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class CX-1 and Class CX-2-PPP Certificates outside of REMIC III pursuant to Section 2.23, and which information reports, in the case of the Class CX-1 and Class CX-2-PPP Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the Certificates (other than the Class CX-1 and Class CX-2-PPP Certificates) outside of REMIC III pursuant to Section 2.23); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person shall, on behalf of REMIC III, elect to treat REMIC III as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the “"startup day” " of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “"regular interests” " in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “"residual interest” " in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from REMIC III for any such prohibited transaction penalty taxes if the Company’s 's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes. In the event that any tax is imposed on "prohibited transactions" of REMIC III as defined in Section 860F of the Code and not paid by the Company pursuant to clause (f) of the preceding paragraph, such tax shall be charged against amounts otherwise distributable to the Holders of the Class R-3 Residual Interest. Notwithstanding anything to the contrary contained herein, the Company is hereby authorized to retain from amounts otherwise distributable to the Holders of the Class R-3 Residual Interest on any Distribution Date sufficient funds to reimburse the Company for the payment of such tax (to the extent that the Company has not been previously reimbursed therefor).

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIRXXXX XXX, elect to treat REMIC III RXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III RXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “"startup day” " of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “"regular interests” " in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “"residual interest” " in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Certificates (other than the Class 1X-PPP, Class 2X-PPP and Class R Certificates), shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class 1X-PPP or Class 2X-PPP Certificates, as applicable, outside of REMIC III pursuant to Section 2.23, and which information reports, in the case of the Class 1X-PPP and Class 2X-PPP Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the applicable Class or Classes of other Certificates outside of REMIC III pursuant to Section 2.23); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Company’s immediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer's failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person Trustee shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Trustee shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III II as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Trustee or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Trustee has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Trustee’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Trustee, upon the written request of the Trustee, for such payment from amounts on deposit in the Distribution Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Trustee pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Distribution Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed pursuant to either of the immediately preceding two sentences shall be allocated as a loss among the REMIC III Regular Interests pursuant to the definition of “Realized Losses.” None of the Trustee, Servicer or the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Certificates (other than the Class 1X-PPP Class 2X-PPP and Class R Certificates), shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class 1X-PPP or Class 2X-PPP Certificates, as applicable, outside of REMIC III pursuant to Section 2.23, and which information reports, in the case of the Class 1X-PPP and Class 2X-PPP Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the applicable Class of Certificates (other than the Class 1X-PPP, Class 1X-2, Class 2X-PPP and Class R Certificates) outside of REMIC III pursuant to Section 2.23); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Class 1A-1B1, Class 1A-1B2, Class 1A-1B3, Class 1A-1B4 and Class B Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class 1X-PPP and Class 2X-PPP Certificates outside of REMIC III pursuant to Section 2.23, and which information reports, in the case of the Class 1X-PPP and Class 2X-PPP Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the Class 1A-1B1, Class 1A-1B2, Class 1A-1B3, Class 1A-1B4 and Class B Certificates outside of REMIC III pursuant to Section 2.23); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Class CA-1B, Class DA-1B and Class B Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class X-1 and Class X-2 Certificates outside of REMIC III pursuant to Section 2.23, and which information reports, in the case of the Class X-1 and Class X-2 Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the Class CA-1B, Class DA-1B and Class B Certificates outside of REMIC III pursuant to Section 2.23); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC III, elect to treat REMIC III as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 R-2 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Class 1A-1C1, Class 1A-1C2, Class 1A-1C3 and Class B Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class X Certificates outside of REMIC III pursuant to Section 2.23, and which information reports, in the case of the Class X Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the Class 1A-1C1, Class 1A-1C2, Class 1A-1C3 and Class B Certificates outside of REMIC III pursuant to Section 2.23); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person shall, on behalf of REMIC III, elect to treat REMIC III as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable 107 state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the “"startup day” " of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “"regular interests” " in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “"residual interest” " in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Business Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from REMIC III for any such prohibited transaction penalty taxes if the Company’s 's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Certificates (other than the Class 2X-1, Class CX-PPP and Class R Certificates), shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class CX-PPP Certificates outside of REMIC III pursuant to Section 2.23, and which information reports, in the case of the Class CX-PPP Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the applicable Class or Classes of other Certificates outside of REMIC III pursuant to Section 2.23); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person shall, on behalf of REMIC III, elect to treat REMIC III as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 R-2 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 R-2 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III II shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Class A Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class X Certificates outside of REMIC III pursuant to Section 2.19, and which information reports, in the case of the Class X Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the Class A Certificates outside of REMIC III pursuant to Section 2.19); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Tax Matters Person or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Tax Matters Person from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company Tax Matters Person shall be entitled to be indemnified from REMIC III for any such prohibited transaction penalty taxes if the CompanyTax Matters Person’s failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Class 1A, Class 1A-1B, Class 2A, Class 2A-1B, Class CA-1C and Class B Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class 1X and Class 2X-PPP Certificates outside of REMIC III pursuant to Section 2.23, and which information reports, in the case of the Class 1X and Class 2X-PPP Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the Class 1A, Class 1A-1B, Class 2A, Class 2A-1B, Class CA-1C and Class B Certificates outside of REMIC III pursuant to Section 2.23); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 R-2 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Class B Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class X Certificates outside of REMIC III pursuant to Section 2.23, and which information reports, in the case of the Class X Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the Class B Certificates outside of REMIC III pursuant to Section 2.23); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC II Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC II Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-2 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. None of the Trustee, the Master Servicer or the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person shall, on behalf of REMIC III, elect to treat REMIC III as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable 92 state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the “"startup day” " of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “"regular interests” " in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “"residual interest” " in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Business Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from REMIC III for any such prohibited transaction penalty taxes if the Company’s 's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Class CA-1B1, Class CA-1B2, Class CA-1B3, Class CA-1B4 and Class B Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class CX-PPP and Class 3X-PPP Certificates outside of REMIC III pursuant to Section 2.23, and which information reports, in the case of the Class CX-PPP and Class 3X-PPP Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the Class CA-1B1, Class CA-1B2, Class CA-1B3, Class CA-1B4 and Class B Certificates outside of REMIC III pursuant to Section 2.23); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person shall, on behalf of REMIC III, elect to treat REMIC III as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the “"startup day” " of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “"regular interests” " in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “"residual interest” " in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take 101 any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from REMIC III for any such prohibited transaction penalty taxes if the Company’s 's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 R-2 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 R-2 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III II shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Class A Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class X Certificates outside of REMIC III pursuant to Section 2.19, and which information reports, in the case of the Class X Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the Class A Certificates outside of REMIC III pursuant to Section 2.19); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company Servicer shall be entitled to be indemnified from REMIC III for any such prohibited transaction penalty taxes if the CompanyServicer’s failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

REMIC Election for REMIC III. The Tax Matters Person shall, on behalf of REMIC III, elect to treat REMIC III as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the “"startup day” " of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “"regular interests” " in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “"residual interest” " in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from REMIC III for any such prohibited transaction penalty taxes if the Company’s 's failure to 101 exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

REMIC Election for REMIC III. The Tax Matters Person shall, on behalf of REMIC III, elect to treat REMIC III as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III II shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Class A Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class X Certificates outside of REMIC III pursuant to Section 2.19, and which information reports, in the case of the Class X Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the Class A Certificates outside of REMIC III pursuant to Section 2.19); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Tax Matters Person or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Tax Matters Person from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company Tax Matters Person shall be entitled to be indemnified from REMIC III for any such prohibited transaction penalty taxes if the CompanyTax Matters Person’s failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

REMIC Election for REMIC III. The Tax Matters Person shall, on behalf of REMIC III, elect to treat REMIC III as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the “"startup day” " of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “"regular interests” " in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “"residual interest” " in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from REMIC III for any such prohibited transaction penalty taxes if the Company’s failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.the

REMIC Election for REMIC III. The Tax Matters Person shall, on behalf of REMIC III, elect to treat REMIC III as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the “"startup day” " of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “"regular interests” " in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “"residual interest” " in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Business Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from REMIC III for any such prohibited transaction penalty taxes if the Company’s 's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes. In the event that any tax is imposed on "prohibited transactions" of REMIC III as defined in Section 860F of the Code and not paid by the Company pursuant to clause (f) of the preceding paragraph, such tax shall be charged against amounts otherwise distributable to the Holders of the Class R-3 Residual Interest. Notwithstanding anything to the contrary contained herein, the 104 Company is hereby authorized to retain from amounts otherwise distributable to the Holders of the Class R-3 Residual Interest on any Distribution Date sufficient funds to reimburse the Company for the payment of such tax (to the extent that the Company has not been previously reimbursed therefor).

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Certificates (other than the Class 1X-PPP, Class 1X-2, Class 2X-PPP and Class R Certificates), shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class 1X-PPP or Class 2X-PPP Certificates, as applicable, outside of REMIC III pursuant to Section 2.23, and which information reports, in the case of the Class 1X-PPP and Class 2X-PPP Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the applicable Class or Classes of other Certificates outside of REMIC III pursuant to Section 2.23); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.

REMIC Election for REMIC III. The Tax Matters Person shall, on behalf of REMIC III, elect to treat REMIC III as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III for its first taxable year. The Closing Date is hereby designated as the “"startup day” " of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “"regular interests” " in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “"residual interest” " in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III 101 when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified from REMIC III for any such prohibited transaction penalty taxes if the Company’s 's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

REMIC Election for REMIC III. The Tax Matters Person Servicer shall, on behalf of REMIC IIIXXXXX XXX, elect to treat REMIC III XXXXX XXX as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC III XXXXX XXX for its first taxable year. The Closing Date is hereby designated as the “startup day” of REMIC III within the meaning of Section 860G(a)(9) of the Code. The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC III are hereby designated as “regular interests” in REMIC III for purposes of Section 860G(a)(1) of the Code. The Class R-3 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC III for purposes of Section 860G(a)(2) of the Code. The REMIC III Regular Interests and the Class R-3 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The parties intend that the affairs of REMIC III shall constitute, and that the affairs of REMIC III shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Tax Matters Person Servicer shall, on behalf of REMIC III: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC III when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an election, on behalf of REMIC III, to be treated as a REMIC on the federal tax return of REMIC III for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the Holders of the Class R-3 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisionsprovisions (which information reports, in the case of each Class of Certificates (other than the Class CX-1 and Class CX-2-PPP Certificates), shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) received by such Class from the Class CX-1 and Class CX-2-PPP Certificates outside of REMIC III pursuant to Section 2.23, and which information reports, in the case of the Class CX-1 and Class CX-2-PPP Certificates, shall reflect the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC III and (ii) paid by such Class to the applicable Class or Classes of other Certificates outside of REMIC III pursuant to Section 2.23); (d) conduct the affairs of REMIC III at all times that any of the Certificates are outstanding so as to maintain the status of REMIC III as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC III; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC III when and as the same shall be due and payable (but such obligation shall not prevent the Company Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, . In the event that the Company shall be entitled to be indemnified from REMIC III for Servicer has paid any such federal prohibited transaction penalty taxes if imposed on REMIC III pursuant to clause (f) of the Companyimmediately preceding paragraph, the Trustee on behalf of the Trust shall (unless the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. In the event that any federal prohibited transaction penalty taxestaxes are imposed on REMIC III and not paid by the Servicer pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC III Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-3 Residual Interest, in reduction of the Class Principal Balance thereof. Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC III.