Common use of Remic Provisions Clause in Contracts

Remic Provisions. (a) Unless the Mortgagor is in default with respect to the related Mortgage Loan or such default is, in the judgment of the Special Servicer, reasonably foreseeable, the Special Servicer shall not permit any modification of any material term of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor is in default with respect Trust Administrator to treat the related Mortgage Loan or such default is, Trust Fund as the number of separate REMICs specified in the judgment Preliminary Statement (each, a "REMIC") under the Code and, if necessary, under applicable state law and apply such Preliminary Statement in determining the rights of the Special Servicer, reasonably foreseeable, Interests in REMICs thereby created. Each such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the Special Servicer taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is hereby designated as the "startup day" of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in each REMIC shall not consist of the regular interests with the terms set forth for each REMIC in the Preliminary Statement and the Class AR and Class AR-L Certificates shall represent the beneficial ownership of the "residual interest" in each REMIC created hereunder. Neither the Depositor nor the Trust Administrator nor the Trustee shall permit any modification the creation of any material term "interests" (within the meaning of Section 860G of the Code) in any Mortgage Loan, including any modification that would change REMIC other than as set forth in the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanPreliminary Statement. (b) The Special Trust Administrator shall act as the "tax matters person" (within the meaning of the REMIC Provisions) for each REMIC created hereunder, in the manner provided under Treasury regulations section 1.860F 4(d) and temporary Treasury regulations section 301.6231(a)(7)1T. In the event that for any reason, the Trust Administrator is not recognized as the tax matters person then the Trust Administrator shall act as agent for the Class AR and the Class AR-L Certificateholder as tax matters person. By its acceptance of a Residual Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trust Administrator as its agent to act on behalf of each REMIC created hereunder pursuant to the specific duties outlined herein. (c) A Holder of the Residual Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trust Administrator, the amount of any minimum California state franchise taxes due with respect to each REMIC created hereunder under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trust Administrator shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trust Administrator. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Residual Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Section 4.01. The Trust Administrator or the Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trust Administrator's or the Trustee's duties, respectively, under this Agreement. The Master Servicer or the related Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Master Servicer's or such Servicer's duties, respectively, under this Agreement. (d) The Trust Administrator shall act as soon attorney in fact and as possible the tax matters person of each REMIC created hereunder and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trust Administrator shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for each REMIC created hereunder when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the Code and shall provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC created hereunder, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trust Administrator. The Depositor, the Master Servicer and the related Servicer shall provide on a prompt and timely basis to the Trust Administrator or its designee such information with respect to each REMIC created hereunder as is in their possession and reasonably required or requested by the Trust Administrator to enable it to perform its obligations under this subsection. In its capacity as attorney in fact and as the tax matters person, the Trust Administrator shall also: (A) act on behalf of each REMIC created hereunder in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on each REMIC created hereunder when and as the same shall be due and payable (but such obligation shall not prevent the Trust Administrator or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trust Administrator from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trust Administrator shall provide (i) to any transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a permitted transferee (upon receipt of reasonable compensation), (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC created hereunder. (f) The Trustee, to the extent directed by the Trust Administrator, the Depositor and the Holder of the Residual Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, to the extent directed or (in the case of a failure to act) not directed by the Trust Administrator, nor the Holder of the Residual Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of each REMIC created hereunder as a REMIC or (ii) result in the imposition of a tax upon a REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have been supplied with received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee and the Trust Administrator shall not take or fail to take any action (whether or not authorized hereunder) as to which the Master Servicer, a Servicer or the Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to a REMIC or their assets, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the holding by terms of this Agreement, the Trustee and the Trust Administrator will consult with the Master Servicer, the Servicers and the Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder and the Trustee and the Trust Administrator shall not take any such action or cause that REMIC to take any such action as to which the Master Servicer, any Servicer or the Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Residual Certificates will consult with the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trust Administrator has advised it in writing that an Adverse REMIC Event could occur. The Trustee and the Trust Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Trust Administrator will, to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of each REMIC created hereunder as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund any REMIC created hereunder, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to of such Mortgaged Property within the meaning of section REMIC, as defined in Section 860G(c) of the Code, or (iii) cause on any contributions to a REMIC after the sale of such Mortgaged Property Startup Day therefor pursuant to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BSection 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the related Servicer, if such Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund with respect against such tax or if such tax arises out of or results from a breach of such Servicer's duties under (x) Section 2.07(j) of this Agreement to the imposition of not enter into any arrangement by which a REMIC would receive a fee or other compensation for services or to permit such taxes.REMIC to receive any income from assets other than " 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: qualified mortgages" or "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts.permitted investments,"

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor is in default with respect Trust Administrator to treat the related Mortgage Loan or such default is, Trust Fund as the number of separate REMICs specified in the judgment Preliminary Statement (each, a "REMIC") under the Code and, if necessary, under applicable state law and apply such Preliminary Statement in determining the rights of the Special Servicer, reasonably foreseeable, Interests in REMICs thereby created. Each such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the Special Servicer taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is hereby designated as the "startup day" of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in each REMIC shall not consist of the regular interests with the terms set forth for each REMIC in the Preliminary Statement and the Class AR and Class AR-L Certificates shall represent the beneficial ownership of the "residual interest" in each REMIC created hereunder. Neither the Depositor nor the Trust Administrator nor the Trustee shall permit any modification the creation of any material term "interests" (within the meaning of Section 860G of the Code) in any Mortgage Loan, including any modification that would change REMIC other than as set forth in the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanPreliminary Statement. (b) The Special Trust Administrator shall act as the "tax matters person" (within the meaning of the REMIC Provisions) for each REMIC created hereunder, in the manner provided under Treasury regulations section 1.860F 4(d) and temporary Treasury regulations section 301.6231(a)(7)1T. In the event that for any reason, the Trust Administrator is not recognized as the tax matters person then the Trust Administrator shall act as agent for the Class AR and the Class AR-L Certificateholder as tax matters person. By its acceptance of a Class AR or Class AR-L Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trust Administrator as its agent to act on behalf of each REMIC created hereunder pursuant to the specific duties outlined herein. (c) A Holder of the Class AR or Class AR-L Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trust Administrator, the amount of any minimum California state franchise taxes due with respect to each REMIC created hereunder under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trust Administrator shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trust Administrator. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Class AR or Class AR-L Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Section 4.01. The Trust Administrator or the Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trust Administrator's or the Trustee's duties, respectively, under this Agreement. The Master Servicer or the related Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Master Servicer's or such Servicer's duties, respectively, under this Agreement. (d) The Trust Administrator shall act as soon attorney in fact and as possible the tax matters person of each REMIC created hereunder and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trust Administrator shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for each REMIC created hereunder when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the Code and shall provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC created hereunder, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trust Administrator. The Depositor, the Master Servicer and the related Servicer shall provide on a prompt and timely basis to the Trust Administrator or its designee such information with respect to each REMIC created hereunder as is in their possession and reasonably required or requested by the Trust Administrator to enable it to perform its obligations under this subsection. In its capacity as attorney in fact and as the tax matters person, the Trust Administrator shall also: (A) act on behalf of each REMIC created hereunder in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on each REMIC created hereunder when and as the same shall be due and payable (but such obligation shall not prevent the Trust Administrator or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trust Administrator from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trust Administrator shall provide (i) to any transferor of a Class AR or Class AR-L Certificate such information as is necessary for the application of any tax relating to the transfer of a Class AR or Class AR-L Certificate to any Person who is not a permitted transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC created hereunder. (f) The Trustee, to the extent directed by the Trust Administrator, the Depositor and the Holder of the Class AR or Class AR-L Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, to the extent directed or (in the case of a failure to act) not directed by the Trust Administrator, nor the Holder of the Class AR or Class AR-L Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of each REMIC created hereunder as a REMIC or (ii) result in the imposition of a tax upon a REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have been supplied with received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee and the Trust Administrator shall not take or fail to take any action (whether or not authorized hereunder) as to which the Master Servicer, a Servicer or the Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to a REMIC or their assets, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the holding by terms of this Agreement, the Trustee and the Trust Administrator will consult with the Master Servicer, the Servicers and the Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder and the Trustee and the Trust Administrator shall not take any such action or cause that REMIC to take any such action as to which the Master Servicer, any Servicer or the Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Class AR or Class AR-L Certificates will consult with the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trust Administrator has advised it in writing that an Adverse REMIC Event could occur. The Trustee and the Trust Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Trust Administrator will, to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of each REMIC created hereunder as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund any REMIC created hereunder, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to of such Mortgaged Property within the meaning of section REMIC, as defined in Section 860G(c) of the Code, or (iii) cause on any contributions to a REMIC after the sale of such Mortgaged Property Startup Day therefor pursuant to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BSection 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the related Servicer, if such Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund with respect against such tax or if such tax arises out of or results from a breach of such Servicer's duties under (x) Section 2.07(j) of this Agreement to the imposition of not enter into any arrangement by which a REMIC would receive a fee or other compensation for services or to permit such taxes.REMIC to receive any income from assets other than " 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: qualified mortgages" or "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts.permitted investments,"

Remic Provisions. (a) Unless the Mortgagor is in default with respect The following paragraph shall be added to the related end of Subsection 11.13, to read in its entirety as follows: If a Mortgage Loan or such default is, in the judgment of the Special Servicer, reasonably foreseeableis held by a REMIC, the Special Servicer shall not permit acquire any modification real property (or personal property incident to such real property) in respect of such Mortgage Loan except in connection with a default or imminent default of such Mortgage Loan. In the event that a REMIC acquires any material term real property (or personal property incident to such real property) in connection with a default or imminent default of any a Mortgage Loan, including any modification that would change such property shall be disposed of by the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property practicable in a manner that, consistent with prudent mortgage loan servicing practices, seeks to maximize the net present value of the recovery to the Trust, but in any event within three years after title has been taken its acquisition by such REMIC unless the Servicer provides to such REO Property, unless (i) the Owner shall have been supplied with Purchaser and the Securities Administrator an Opinion of Counsel to the effect that the holding by the Trust Fund such REMIC of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) three years after its acquisition will not result in the imposition of taxes on "“prohibited transactions" of the Trust Fund ” on such REMIC as defined in section Section 860F of the Code, Code or under the law of any state in which real property securing a Mortgage Loan owned by such REMIC is located or cause the related such REMIC to fail to qualify as a REMIC, REMIC for federal income tax purposes or for state tax purposes under the laws of any state in which case the Trust Fund may continue to hold real property securing a Mortgage Loan owned by such Mortgaged Property (subject to REMIC is located at any conditions contained time that any mortgage pass-through certificates representing interests in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special REMIC are outstanding. The Servicer shall have applied forconserve, not later than 61 days prior to the expiration of protect and operate each such three-year period, an extension of property for such three-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used solely for the production purpose of income by or on behalf of the Trust Fund or sold its prompt disposition and sale in such a manner or pursuant to any terms that would (i) which does not cause such Mortgaged Property property to fail to qualify at any time as "“foreclosure property" ” within the meaning of section Section 860G(a)(8) or result in the receipt by such REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, (ii) subject the Trust Fund to the imposition of Code or any federal or state income taxes on "“net income from foreclosure property" ” which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such property in the same manner and to such extent as is customary in the locality where such property is located and may, incident to its conservation and protection of the assets of the Trust, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Trust for the period prior to the sale of such property. Additionally, the Servicer shall perform the tax withholding and shall file information returns with respect to such the receipt of mortgage interests received in a trade or business, the reports of foreclosures and abandonments of any Mortgaged Property within and the meaning information returns relating to cancellation of section 860G(c) indebtedness income with respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P, respectively, of the Code, and deliver to the Purchaser and the Securities Administrator an Officers’ Certificate on or (iii) cause before March 31 of each year stating that such reports have been filed. Such reports shall be in form and substance sufficient to meet the sale of such Mortgaged Property to result in the receipt reporting requirements imposed by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) Sections 6050H, 6050J and 6050P of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor is in default with respect Trust Administrator to treat the related Mortgage Loan or such default isTrust Fund (exclusive of any entitlement to Assigned Prepayment Premiums, the Group 6 Interest Rate Cap Agreement and the assets held in the judgment Group 6 Interest Rate Cap Account,) as the number of separate REMICs specified in the Preliminary Statement (each, a "REMIC") under the Code and, if necessary, under applicable state law and apply such Preliminary Statement in determining the rights of the Special Servicer, reasonably foreseeable, Interests in REMICs thereby created. Each such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the Special Servicer taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is hereby designated as the "startup day" of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in each REMIC shall not consist of the regular interests with the terms set forth for each REMIC in the Preliminary Statement and the Class AR and Class AR-L Certificates shall represent the beneficial ownership of the "residual interest" in each REMIC created hereunder. Neither the Depositor nor the Trust Administrator nor the Trustee shall permit any modification the creation of any material term "interests" (within the meaning of Section 860G of the Code) in any Mortgage Loan, including any modification that would change REMIC other than as set forth in the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanPreliminary Statement. (b) The Special Trust Administrator shall act as the "tax matters person" (within the meaning of the REMIC Provisions) for each REMIC created hereunder, in the manner provided under Treasury regulations section 1.860F 4(d) and temporary Treasury regulations section 301.6231(a)(7)1T. In the event that for any reason, the Trust Administrator is not recognized as the tax matters person then the Trust Administrator shall act as agent for the Class AR and the Class AR-L Certificateholder as tax matters person. By its acceptance of a Residual Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trust Administrator as its agent to act on behalf of each REMIC created hereunder pursuant to the specific duties outlined herein. (c) A Holder of a Residual Certificate, by the purchase of such Certificate, shall be deemed to have agreed to timely pay, upon demand by the Trust Administrator, the amount of any minimum California state franchise taxes due with respect to the related REMIC created hereunder under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trust Administrator shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trust Administrator. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Residual Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Section 4.01. The Trust Administrator or the Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trust Administrator's or the Trustee's duties, respectively, under this Agreement. The Master Servicer or the related Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Master Servicer's or such Servicer's duties, respectively, under this Agreement. (d) The Trust Administrator shall act as soon attorney in fact and as possible the tax matters person of each REMIC created hereunder and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trust Administrator shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for each REMIC created hereunder when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the Code and shall provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC created hereunder, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trust Administrator. The Depositor, the Master Servicer and the related Servicer shall provide on a prompt and timely basis to the Trust Administrator or its designee such information with respect to each REMIC created hereunder as is in their possession and reasonably required or requested by the Trust Administrator to enable it to perform its obligations under this subsection. In its capacity as attorney in fact and as the tax matters person, the Trust Administrator shall also: (A) act on behalf of each REMIC created hereunder in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on each REMIC created hereunder when and as the same shall be due and payable (but such obligation shall not prevent the Trust Administrator or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trust Administrator from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trust Administrator shall provide (i) to any transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a permitted transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC created hereunder. (f) The Trustee, to the extent directed by the Trust Administrator, the Depositor and the Holder of the Residual Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, to the extent directed or (in the case of a failure to act) not directed by the Trust Administrator, nor the Holder of the Residual Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of each REMIC created hereunder as a REMIC or (ii) result in the imposition of a tax upon a REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have been supplied with received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee and the Trust Administrator shall not take or fail to take any action (whether or not authorized hereunder) as to which the Master Servicer, a Servicer or the Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to a REMIC or their assets, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the holding by terms of this Agreement, the Trustee and the Trust Administrator will consult with the Master Servicer, the Servicers and the Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder and the Trustee and the Trust Administrator shall not take any such action or cause that REMIC to take any such action as to which the Master Servicer, any Servicer or the Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Residual Certificates will consult with the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trust Administrator has advised it in writing that an Adverse REMIC Event could occur. The Trustee and the Trust Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Trust Administrator will, to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of each REMIC created hereunder as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund any REMIC created hereunder, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to of such Mortgaged Property within the meaning of section REMIC, as defined in Section 860G(c) of the Code, or (iii) cause on any contributions to a REMIC after the sale of such Mortgaged Property Startup Day therefor pursuant to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BSection 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the related Servicer, if such Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund with respect against such tax or if such tax arises out of or results from a breach of such Servicer's duties under (x) Section 2.07(j) of this Agreement to the imposition of not enter into any arrangement by which a REMIC would receive a fee or other compensation for services or to permit such taxes.REMIC to receive any income from assets other than " 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: qualified mortgages" or "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts.permitted investments,"

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor Trustee to treat the Trust Fund as two separate REMICs under the Code and, if necessary, under applicable state law. Each such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is in default with respect to hereby designated as the related Mortgage Loan or such default is, "startup day" of each REMIC within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in the judgment Master REMIC shall consist of the Special Servicer, reasonably foreseeable, Regular Certificates and the Special Servicer Class AR Certificates shall represent the beneficial ownership of the "residual interest" in the subsidiary REMIC. The Depositor and the Trustee shall not permit any modification the creation of any material term "interests" (within the meaning of any Mortgage Loan, including any modification that would change Section 860G of the Mortgage Interest Rate, defer or forgive Code) in either REMIC other than the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanCertificates. (b) The Special Trustee on behalf of the Holders of the Class AR Certificates, shall act as agent for the Class AR Certificateholder as the "tax matters person" (within the meaning of the REMIC Provisions) for each REMIC, in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class AR Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trustee as its agent to act on behalf of each REMIC pursuant to the specific duties outlined herein. (c) A Holder of the Class AR Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trustee, the amount of any minimum California state franchise taxes due with respect to each REMIC under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trustee shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trustee. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Class AR Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Section 4.01. The Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trustee's duties under this Agreement. The Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Servicer's duties under this Agreement. (d) The Trustee shall act as soon attorney-in-fact and as possible agent on behalf of the tax matters person of each REMIC and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trustee shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for each REMIC when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the Code and shall have been supplied provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trustee. The Depositor and Servicer shall provide on a prompt and timely basis to the Trustee or its designee such information with respect to each REMIC as is in their possession and reasonably required or requested by the Trustee to enable it to perform its obligations under this subsection. In its capacity as attorney-in-fact and as agent on behalf of the tax matters person, the Trustee shall also: (A) act on behalf of each REMIC in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on each REMIC when and as the same shall be due and payable (but such obligation shall not prevent the Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trustee shall provide (i) to any transferor of a Class AR Certificate such information as is necessary for the application of any tax relating to the transfer of a Class AR Certificate to any Person who is not a permitted transferee, (ii) to the Trustee and the Trustee shall forward to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC. (f) The Trustee, the Depositor and the Holder of the Class AR Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee nor the Holder of the Class AR Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of each REMIC as a REMIC or (ii) result in the imposition of a tax upon a REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which a Servicer or Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to a REMIC or their assets, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the holding by terms of this Agreement, the Trustee will consult with the Servicers and Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder and the Trustee shall not take any such action or cause that REMIC to take any such action as to which any Servicer or Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Class AR Certificates will consult with the Trustee or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trustee has advised it in writing that an Adverse REMIC Event could occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Trustee will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of the REMICs as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund a REMIC, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to of such Mortgaged Property within the meaning of section REMIC, as defined in Section 860G(c) of the Code, or (iii) cause on any contributions to a REMIC after the sale of such Mortgaged Property Startup Day therefor pursuant to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BSection 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to a Servicer, if such tax arises out of or results from a breach by such Servicer of any of its obligations under this Agreement or if such Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund against such tax, (ii) to the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article II, or (iii) otherwise against amounts on deposit in the Collection Account as provided by Section 3.09 and on the Distribution Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the Interest Distribution Amount on each Class entitled thereto in the same manner as if such taxes constituted a Prepayment Interest Shortfall. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis or as otherwise may be required by the imposition REMIC Provisions. (i) Following the Startup Day, no Servicer nor the Trustee shall accept any contributions of assets to any REMIC created hereunder unless (subject to 2.06(f)) such Servicer and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in a REMIC will not cause that REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding, or subject that REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (j) No Servicer nor the Trustee shall (subject to Section 2.06(f)) enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit such REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. (k) Within 30 days after the Closing Date, the Trustee shall prepare and file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for each REMIC. (l) Neither the Trustee nor any Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of any such taxes." 19. The first paragraph REMIC created hereunder, (iii) the termination of Section 4.01 is hereby deleted and replaced with any REMIC created hereunder pursuant to Article X of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any assets for a REMIC, nor sell or dispose of any investments in the following: "On each Remittance Collection Account or the Certificate Account for gain nor accept any contributions to a REMIC after the Closing Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in unless it has received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not affect adversely the Custodial Account status of any REMIC created hereunder as of the close of business on the last day of the related Due Period (net of charges against a REMIC or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amountsunless such Servicer has determined in its sole discretion to indemnify the Trust Fund against such tax. (m) In order to enable the Trustee to perform its duties as set forth herein, if anythe Depositor shall provide, which or cause to be provided to the Servicer is obligated to advance pursuant to Section 7.03Trustee, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received within ten days after the applicable Prepayment PeriodClosing Date, which amounts all information or data that the Trustee determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans and the Trustee shall be remitted entitled to rely upon any and all such information and data in the performance of its duties set forth herein. Thereafter, each Servicer shall provide, promptly upon request therefor, any such additional information or data that the Trustee may from time to time reasonably request in order to enable the Trustee to perform its duties as set forth herein and the Trustee shall be entitled to rely upon any and all such information and data in the performance of its duties set forth herein. The Depositor shall indemnify the Trustee and hold its harmless for any loss, liability, damage, claim or expense of the Trustee arising from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Trustee on a timely basis. Each Servicer shall indemnify the following Remittance DateTrustee and hold it harmless for any loss, together with liability, damage, claim or expense of the Trustee arising from any additional interest failure of such Servicer to provide, or to cause to be provided, accurate information or data required to be deposited in provided by such Servicer to the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due Trustee on a due date or dates subsequent timely basis. The indemnification provisions hereunder shall survive the termination of this Agreement and shall extend to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amountsany co-trustee appointed pursuant to this Agreement."

Remic Provisions. (a) Unless a. The Originator, as Servicer, and the Mortgagor is in default with respect to the related Mortgage Loan or such default isClass C Certificateholders, by acceptance thereof, each agrees that, in accordance with the judgment requirements of the Special Servicer, reasonably foreseeable, the Special Servicer shall not permit any modification of any material term of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860D(b)(1) of the Code, in which case the three-federal tax return of the Trust for its first taxable year period shall provide that the segregated pools of assets comprising the Master REMIC, the Intermediate REMIC, the Subsidiary A REMIC and the Subsidiary B REMIC, respectively, each elect to be extended by the applicable period. If treated as a period longer than three years is permitted REMIC under the foregoing sentence Code for such taxable year and all subsequent taxable years, and the Trustee shall sign such return. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the Servicer), the Originator, the Seller and the Servicer shall take, or refrain from taking, all such action as is necessary to sell maintain the status of each of the Master REMIC, the Intermediate REMIC, the Subsidiary A REMIC and the Subsidiary B REMIC as a REMIC under the REMIC Provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any REO Propertyinadvertent termination of REMIC status. For purposes of the REMIC election in respect of the Subsidiary A REMIC, (i) the Special Servicer Subsidiary REMIC Regular Interests SA-1, SA-2 and SA-3 shall report monthly to be designated as the Owner as to "regular interest" in the progress being made in selling such REO Property Subsidiary A REMIC and (ii) if, with the written consent Class C Subsidiary A Certificate shall be designated as the sole class of "residual interests" in the Subsidiary A REMIC. For purposes of the Owner, a purchase money mortgage is taken REMIC election in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would Subsidiary B REMIC, (i) cause such Mortgaged Property to fail to qualify at the Subsidiary REMIC Regular Interest SB-1 shall be designated as the "regular interests" in the Subsidiary B REMIC and (ii) the Class C Subsidiary B Certificate shall be designated as the sole class of "residual interests" in the Subsidiary B REMIC. For purposes of the REMIC election in respect of the Intermediate REMIC, (i) the Intermediate REMIC Regular Interests shall be designated as the "regular interests" in the Intermediate REMIC and (ii) the Class C Intermediate Certificate shall be designated as the sole class of "residual interests" in the Intermediate REMIC. For purposes of the REMIC election in respect of the Master REMIC, (i) the Certificates shall be designated as the "regular interests" in the Master REMIC and (ii) the Class C Master Certificate shall be designated as the sole Class of "residual interests" in the Master REMIC. The Trustee shall not permit the creation of any time as "foreclosure propertyinterests" in the Master REMIC, Intermediate REMIC or Subsidiary REMICs (within the meaning of section 860G(a)(8) Section 860G of the Code) other than the Subsidiary REMIC Regular Interests, (ii) subject the Trust Fund to Intermediate REMIC Regular Interests and the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within interests represented by the meaning of section 860G(c) Certificates and the Class C Certificates. b. The Certificates are being issued in eighteen classes. The following terms of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account Certificates are irrevocably established as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Closing Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts.":

Remic Provisions. (a) Unless a. The Originator, as Servicer, and the Mortgagor is in default with respect to the related Mortgage Loan or such default isClass C Certificateholders, by acceptance thereof, each agrees that, in accordance with the judgment requirements of Section 860D(b)(1) of the Special Servicer, reasonably foreseeableCode, the Special federal tax return of the Trust for its first taxable year shall provide an election for the Trust (exclusive of the Prefunding Account, the Interest Coverage Account and the Available Funds Cap Carryover Reserve Account to be treated as a REMIC under the Code for such taxable year and all subsequent taxable years, and the Trustee shall sign such return. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the Servicer), the Originator, the Seller and the Servicer shall not permit any modification of any material term of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loantake, or permit refrain from taking, all such action as is necessary to maintain the status of the Trust as a REMIC under the REMIC Provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any alteration, substitution or release inadvertent termination of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose REMIC status. For purposes of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless the REMIC election (i) the Owner Certificates shall be designated as the "regular interests" in the REMIC and (ii) the Class C Certificate shall be designated as the sole class of "residual interests" in the REMIC. The Trustee shall not permit the creation of any "interests" in the REMIC (within the meaning of the REMIC Provisions) other than the Certificates and the Class C Certificate. b. The Certificates are being issued in six classes. The following terms of the Certificates are irrevocably established as of the Closing Date: Original Class Class Pass-Through Rate Xxx Xxxxx Principal Balance ------------ ------------------------------------------------------- ---------------------- Class AV a floating rate per annum equal to the lesser of (a) $ 237,150,000 one-month LIBOR plus 0.28%, or (b) the Available Funds Pass-Through Rate, but in no case more than 14.0%. Class MV-1 a floating rate per annum equal to the lesser of (a) $ 17,250,000 one-month LIBOR plus 0.50%, or (b) the Available Funds Pass-Through Rate, but in no case more than 14.0%. Class MV-2 a floating rate per annum equal to the lesser of (a) $ 18,000,000 one-month LIBOR plus 0.95%, or (b) the Available Funds Pass-Through Rate, but in no case more than 14.0%. Class BV-1 a floating rate per annum equal to the lesser of (a) $ 9,300,000 one-month LIBOR plus 2.50%, or (b) the Available Funds Pass-Through Rate, but in no case more than 14.0%. Class BV-2 a floating rate per annum equal to the lesser of (a) $ 13,800,000 one-month LIBOR plus 2.80%, or (b) the Available Funds Pass-Through Rate, but in no case more than 14.0%. Class P None $ 100 c. The Closing Date, which is the day on which the Trust will issue all of its regular and residual interests, is hereby designated as the "startup day" of the REMIC within the meaning of Section 860G(a)(9) of the Code. d. After the Closing Date, neither the Trustee, the Originator, the Seller nor any Servicer shall (i) accept any contribution of assets to the Trust, (ii) dispose of any portion of the Trust other than as provided in Sections 3.06, 3.07 and 8.06, (iii) engage in any transaction that would result in the imposition of tax on "prohibited transactions," as defined in Section 860F(a)(1) of the Code, (iv) accept any contribution after the Closing Date that is subject to the tax imposed by Section 860G(d) of the Code or (v) engage in any activity or enter into any agreement that would result in the receipt by the Trust of any "net income from foreclosure property" as defined in Section 860G(c)(2) of the Code, unless, prior to any such action set forth in clauses (i), (ii), (iii), (iv) or (v), the Trustee shall have been supplied received an unqualified Opinion of Counsel, which opinion shall not be an expense of the Trust, stating that such action will not, directly or indirectly, (A) adversely affect the status of the Trust as a REMIC or the status of the Certificates and Class C Certificate as "regular interests" and the sole class of "residual interests," respectively, therein, in each case for federal income tax purposes, (B) affect the distributions payable hereunder to the Certificateholders or the Class C Certificateholders or (C) result in the imposition of any lien, charge or encumbrance upon the Trust. e. Upon the acquisition of any real property (including interests in real property), or any personal property incident thereto, in connection with the default of a Loan, the Servicer and the Trustee (at the direction of the Servicer) shall take, or cause to be taken, such action as is necessary to sell or otherwise dispose of such property within such period as is then required by the Code in order for such property to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, unless the Servicer and the Trustee receive an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property property subsequent to such three-year period (and specifying the period beyond such three-year period for which then permitted by the Mortgaged Property may be held) Code will not result in the imposition of any taxes on "prohibited transactions" of the Trust Fund Trust, as defined in section Section 860F of the Code, or cause the related REMIC Trust to fail to qualify as a REMICREMIC at any time that the Certificates or Class C Certificates are outstanding. The Servicer shall manage, in which case the Trust Fund may continue to hold conserve, protect and operate such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel)real property, or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied forany personal property incident thereto, so that such property will not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property," within the meaning of section as defined in Section 860G(a)(8) of the Code, (ii) subject and that the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Codemanagement, or (iii) cause the sale conservation, protection and operation of such Mortgaged Property to property will not result in the receipt by the Trust Fund of any income from non-attributable to any asset which is neither a qualified mortgage nor a permitted assets as described in section 860F(a)(2)(B) investment within the meaning of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxesREMIC Provisions." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."

Remic Provisions. (a) Unless The REMIC Administrator shall make an election to treat the Mortgagor is Loans and the proceeds of the Loans and the proceeds on deposit in default the Payment Account as seven REMICs under the Code and, if necessary, under applicable state law, in accordance with Section 2.06 of the Trust Agreement, designated as REMIC IA, REMIC IB, REMIC IC, REMIC ID, REMIC IIA, REMIC IIB or REMIC IIC. Such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Securities are issued. For the purposes of the REMIC elections in respect of that portion of the Trust Estate, the REMIC IA Regular Interests will be designated as the “regular interests” and the Class 1A-R Certificates (with respect to the related Mortgage Loan or such default isClass R-IA Interest) will be the sole class of “residual interests” in REMIC IA, (ii) the REMIC IB Regular Interests will be designated as the “regular interests” and the Class 1A-R Certificates (with respect to the Class R-IB Interest) will be the sole class of “residual interests” in REMIC IB, (iii) the judgment REMIC IC Regular Interests will be designated as the “regular interests” and the Class 1A-R Certificates (with respect to the Class R-IC Interest) will be the sole class of “residual interests” in REMIC IC and (iv) the Special ServicerREMIC ID Regular Interests will be designated as the “regular interests” and the Class 1A-R Certificates (with respect to the Class R-ID Interest) will be the sole class of “residual interests” in REMIC ID, reasonably foreseeable(v) the REMIC IIA Regular Interests will be designated as the “regular interests” and the Class G Certificates will be the sole class of “residual interests” in REMIC IIA, (vi) the Special Servicer REMIC IIB Regular Interests will be designated as the “regular interests” and the Class 2A-R Certificates (with respect to the Class R-IIB Interest) will be the sole class of “residual interests” in REMIC IIB, (vii) the REMIC IIC Regular Interests will be designated as the “regular interests” and the Class 2A-R Certificates (with respect to the Class R-IIC Interest) will be the sole class of “residual interests” in REMIC IIC. The REMIC Administrator and the Indenture Trustee shall not permit any modification the creation of any material term “interests” (within the meaning of any Mortgage Loan, including any modification that would change Section 860G of the Mortgage Interest Rate, defer or forgive Code) in each REMIC elected in respect of the payment of principal or interest, reduce or increase Trust Fund other than the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan“regular interests” and “residual interests” so designated. (b) The Special Servicer Closing Date is hereby designated as the “Startup Day” of each of REMIC IA, REMIC IB, REMIC IC, REMIC ID, REMIC IIA, REMIC IIB or REMIC IIC, as designated in clause (a) above, within the meaning of Section 860G(a)(9) of the Code. (c) The “tax matters person” with respect to each of REMIC IA, REMIC IB, REMIC IC and REMIC ID shall dispose be the Holder of the Class 1A-R Certificate at any REO Property as soon as possible time holding the largest Percentage Interest thereof in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1. The “tax matters person” with respect to REMIC IIA shall sell such REO Property be the Holder of the Class G Certificate at any time holding the largest Percentage Interest thereof in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1. The “tax matters person” with respect to each of REMIC IIB and REMIC IIC shall be the Holder of the Class 2A-R Certificate at any event within three years after title has been taken to such REO Property, unless time holding the largest Percentage Interest thereof in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1. (d) The REMIC Administrator shall (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the taxable year for each REMIC created hereunder when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the Code and shall provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC created hereunder, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Noteholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions and, otherwise, shall, shall deliver such tax returns in a timely manner to the Owner Trustee, if the Owner Trustee is required to sign such returns in accordance with Section 5.03 of the Trust Agreement, and shall sign (if the Owner Trustee is not so required) and file such tax returns in a timely manner. The expenses of preparing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Owner Trustee with respect to any tax or liability arising from the Owner Trustee’s signing of Tax Returns that contain errors or omissions. Each Servicer shall promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC Administrator to prepare Tax Returns. (e) The REMIC Administrator shall provide (i) to any Transferor of a Class 1A-R Certificate, Class 2A-R Certificate and Class G Certificate such information as is necessary for the application of any tax relating to the transfer of a Class 1A-R Certificate, Class 2A-R Certificate and Class G Certificate to any Person who is not a Permitted Transferee, (ii) to the Indenture Trustee, and the Indenture Trustee shall forward to the Noteholders and the Certificateholders, such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC. (f) Each Servicer and the REMIC Administrator shall take such actions and shall cause each REMIC created hereunder to take such actions as are reasonably within each Servicer’s or the REMIC Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary or desirable to maintain the status of each REMIC as a REMIC under the REMIC Provisions (and the Indenture Trustee shall assist each Servicer and the REMIC Administrator, to the extent reasonably requested by each Servicer and the REMIC Administrator to do so). Each Servicer and the REMIC Administrator shall not knowingly or intentionally take any action, cause the Trust Estate to take any action or fail to take (or fail to cause to be taken) any action reasonably within their respective control that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any portion of any of the REMICs as a REMIC or (ii) result in the imposition of a tax upon any of the REMICs (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, in the absence of an Opinion of Counsel or the indemnification referred to in this sentence, an “Adverse REMIC Event”) unless each Servicer or the REMIC Administrator, as applicable, has received an Opinion of Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and each Servicer or the REMIC Administrator, as applicable, determines that taking such action is in the best interest of the Trust Estate and the Noteholders and the Certificateholders, at the expense of the Trust Estate, but in no event at the expense of each Servicer, the REMIC Administrator, the Owner Trustee or the Indenture Trustee) to the effect that the contemplated action will not, with respect to each REMIC created hereunder, endanger such status or, unless each Servicer, the REMIC Administrator or both, as applicable, determine in its or their sole discretion to indemnify the Trust Estate against the imposition of such a tax, result in the imposition of such a tax. Wherever in this Agreement a contemplated action may not be taken because the timing of such action might result in the imposition of a tax on the Trust Estate, or may only be taken pursuant to an Opinion of Counsel that such action would not impose a tax on the Trust Estate, such action may nonetheless be taken provided that the indemnity given in the preceding sentence with respect to any taxes that might be imposed on the Trust Estate has been given and that all other preconditions to the taking of such action have been supplied with satisfied. Neither the Indenture Trustee nor the Indenture Trustee shall take or fail to take any action (whether or not authorized hereunder) as to which each Servicer or the REMIC Administrator, as applicable, has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to any of the holding REMICs created hereunder or any related assets thereof, or causing any of the REMICs to take any action, which is not expressly permitted under the terms of this Agreement, the Indenture Trustee will consult with each Servicer or the REMIC Administrator, as applicable, or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any of the REMICs, and the Indenture Trustee shall not take any such action or cause any REMIC to take any such action as to which each Servicer or the REMIC Administrator, as applicable, has advised it in writing that an Adverse REMIC Event could occur. Each Servicer or the REMIC Administrator, as applicable, may consult with counsel to make such written advice, and the cost of same shall be borne by the Trust Fund party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense of such Mortgaged Property subsequent to such three-year period (and specifying each Servicer or the period beyond such three-year period for which the Mortgaged Property REMIC Administrator. At all times as may be held) required by the Code, each Servicer, the Indenture Trustee will not result in to the imposition extent within its control and the scope of taxes on "prohibited transactions" its duties more specifically set forth herein, maintain substantially all of the Trust Fund assets of each REMIC created hereunder as “qualified mortgages” as defined in section 860F Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code. (g) In the event that any tax is imposed on “prohibited transactions” of any of the REMICs created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of any of the REMICs as defined in Section 860G(c) of the Code, on any contributions to any of the REMICs after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to each Servicer, if such tax arises out of or results from a breach by each Servicer of any of its obligations under this Agreement or each Servicer has in its sole discretion determined to indemnify the Trust Estate against such tax, (ii) to the Indenture Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Indenture Trustee, if such tax arises out of or results from a breach by the Indenture Trustee of any of its obligations under this Article XI or (iv) otherwise against amounts on deposit in the Custodial Account and on the Payment Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the accrued interest due on each Class entitled thereto on a pro rata basis. (h) The Indenture Trustee and each Servicer shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (i) Following the Startup Day, neither the Servicers, nor the Indenture Trustee shall accept any contributions of assets to any of the REMICs created hereunder unless (subject to Section 11.01(f)) the Servicers, the Indenture Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in such REMIC will not cause any of the related REMIC REMICs to fail to qualify as a REMICREMIC at any time that any Notes or Class A-R Certificates or Class G Certificates are outstanding or subject any of the REMICs to any tax under the REMIC Provisions or other applicable provisions of federal, in which case state and local law or ordinances. (j) Neither the Trust Fund may continue to hold such Mortgaged Property Servicers nor the Indenture Trustee shall (subject to Section 11.01(f)) enter into any conditions contained arrangement by which any of the REMICs created hereunder will receive a fee or other compensation for services nor permit any of the REMICs to receive any income from assets other than “qualified mortgages” as defined in such Opinion Section 860G(a)(3) of Counsel)the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code. (k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the “latest possible maturity date” by which the Class Principal Balance of each Class of Notes representing a regular interest in the applicable REMIC is the Final Payment Date. (l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare and file with the Internal Revenue Service Form 8811, “Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations” for each REMIC created hereunder. (m) Neither the Depositor, the Indenture Trustee nor the Servicers shall sell, dispose of or substitute for any of the Loans (except in connection with (i) the default, imminent default or foreclosure of a Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration bankruptcy of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3) either of the CodeREMICs created hereunder, in which case (iii) the three-year period shall be extended by termination of the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held REMIC pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf Section 3.05 of the Trust Fund Agreement or sold in such (iv) a manner or purchase of Loans pursuant to the Purchase Agreement) nor acquire any terms that would (i) cause such Mortgaged Property to fail to qualify at assets for any time as "foreclosure property" within the meaning of section 860G(a)(8) of the CodeREMICs, (ii) subject the Trust Fund to the imposition nor sell or dispose of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited investments in the Custodial Account as or the Payment Account for gain nor accept any contributions to any of the close REMICs after the Closing Date unless it has received an Opinion of business on Counsel that such sale, disposition, substitution or acquisition will not (a) affect adversely the last day status of any of the related Due Period (net of charges against REMICs as a REMIC or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amountsunless each Servicer has determined in its sole discretion to indemnify the Trust Estate against such tax, if any, which the Servicer is obligated cause any REMIC to advance be subject to a tax on “prohibited transactions” or “contributions” pursuant to Section 7.03, minus the REMIC Provisions. (cn) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after The Indenture Trustee will apply for an employer identification number from the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due Internal Revenue Service on a due date Form SS-4 or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period any other acceptable method for such amountsall tax entities."

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor Trustee to treat the Trust Fund as a REMIC under the Code and, if necessary, under applicable state law. Such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is in default with respect to hereby designated as the related Mortgage Loan or such default is, "startup day" of the REMIC within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in the judgment REMIC shall consist of the Special Servicer, reasonably foreseeable, Regular Certificates and the Special Servicer "Class AR Certificates shall represent the beneficial ownership of the "residual interest" in each REMIC. The Depositor and the Trustee shall not permit any modification the creation of any material term "interests" (within the meaning of any Mortgage Loan, including any modification that would change Section 860G of the Mortgage Interest Rate, defer or forgive Code) in the payment of principal or interest, reduce or increase REMIC other than the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanCertificates. (b) The Special Trustee on behalf of the Holders of the Class AR Certificates, shall act as agent for the Class AR Certificateholder as the "tax matters person" (within the meaning of the REMIC Provisions) for the REMIC, in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class AR Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trustee as its agent to act on behalf of each REMIC pursuant to the specific duties outlined herein. (c) A Holder of the Class AR Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trustee, the amount of any minimum California state franchise taxes due with respect to the REMIC under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trustee shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trustee. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Class AR Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Section 4.01. The Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trustee's duties under this Agreement. The Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Servicer's duties under this Agreement. (d) The Trustee shall act as soon attorney-in-fact and as possible agent on behalf of the tax matters person of the REMIC and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trustee shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for the REMIC when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of the REMIC in compliance with the Code and shall have been supplied provide copies of such returns as required by the Code; (ii) make an election, on behalf of the REMIC, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trustee. The Depositor and Servicer shall provide on a prompt and timely basis to the Trustee or its designee such information with respect to the REMIC as is in their possession and reasonably required or requested by the Trustee to enable it to perform its obligations under this subsection. In its capacity as attorney-in-fact and as agent on behalf of the tax matters person, the Trustee shall also: (A) act on behalf of the REMIC in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on the REMIC when and as the same shall be due and payable (but such obligation shall not prevent the Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trustee shall (i) provide to any transferor of a Class AR Certificate such information as is necessary for the application of any tax relating to the transfer of a Class AR Certificate to any Person who is not a permitted transferee, (ii) forward to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of the REMIC. (f) The Trustee, the Depositor and the Holder of the Class AR Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of the REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee nor the Holder of the Class AR Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon a REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which a Servicer or Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to a REMIC or its assets, or causing the holding by REMIC created hereunder to take any action, which is not expressly permitted under the terms of this Agreement, the Trustee will consult with the Servicers and Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the REMIC created hereunder and the Trustee shall not take any such action or cause the REMIC to take any such action as to which any Servicer or Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to the REMIC created hereunder or the assets therein, or causing the REMIC created hereunder to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Class AR Certificates will consult with the Trustee or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the REMIC created hereunder, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trustee has advised it in writing that an Adverse REMIC Event could occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Trustee will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of the REMIC as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund REMIC, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to of such Mortgaged Property within the meaning of section REMIC, as defined in Section 860G(c) of the Code, or (iii) cause on any contributions to the sale of such Mortgaged Property REMIC after the Startup Day therefor pursuant to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BSection 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to a Servicer, if such tax arises out of or results from a breach by such Servicer of any of its obligations under this Agreement or if such Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund against such tax, (ii) to the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article II, or (iii) otherwise against amounts on deposit in the Collection Account as provided by Section 3.09 and on the Distribution Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the Interest Distribution Amount on each Class entitled thereto in the same manner as if such taxes constituted a Prepayment Interest Shortfall. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to the imposition REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (i) Following the Startup Day, no Servicer nor the Trustee shall accept any contributions of assets to the REMIC created hereunder unless (subject to 2.07(f)) such Servicer and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in the REMIC will not cause that REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding, or subject the REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (j) No Servicer nor the Trustee shall (subject to Section 2.07(f)) enter into any arrangement by which the REMIC will receive a fee or other compensation for services nor permit the REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. (k) Within 30 days after the Closing Date, the Trustee shall prepare and file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for the REMIC. (l) Neither the Trustee nor any Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the REMIC created hereunder, (iii) the termination of the REMIC created hereunder pursuant to Article X of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any assets for the REMIC, nor sell or dispose of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with investments in the following: "On each Remittance Date Collection Account or the Servicer shall remit by wire transfer of immediately available funds Certificate Account for gain nor accept any contributions to the Master Servicer REMIC after the Closing Date (a) all amounts deposited in unless it has received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not affect adversely the Custodial Account as status of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on REMIC created hereunder as a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."REMIC or

Remic Provisions. (a) Unless a. The Originator, as Servicer, and the Mortgagor is in default with respect to the related Mortgage Loan or such default isClass C Certificateholders, by acceptance thereof, each agrees that, in accordance with the judgment requirements of Section 860D(b)(1) of the Special Servicer, reasonably foreseeableCode, the Special federal tax return of the Trust for its first taxable year shall provide that the segregated pools of assets comprising the Master REMIC and the Subsidiary REMIC, respectively, each elect to be treated as a REMIC under the Code for such taxable year and all subsequent taxable years, and the Trustee shall sign such return. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the Servicer), the Originator, the Seller and the Servicer shall not permit any modification of any material term of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loantake, or permit refrain from taking, all such action as is necessary to maintain the status of each of the Master REMIC and Subsidiary REMIC as a REMIC under the REMIC Provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any alterationinadvertent termination of REMIC status. For purposes of the REMIC election in respect of the Subsidiary REMIC, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner Subsidiary REMIC Regular Interests shall be designated as the "regular interests" in the Subsidiary REMIC and (ii) the Class C Subsidiary Certificate shall be designated as the sole class of "residual interests" in the Subsidiary REMIC. For purposes of the REMIC election in respect of the Master REMIC, (i) the Certificates shall be designated as the "regular interests" in the Master REMIC and (ii) the Class C Master Certificate shall be designated as the sole Class of "residual interests" in the Master REMIC. The Trustee shall not permit the creation of any "interests" in the Master REMIC or Subsidiary REMIC (within the meaning of Section 860G of the Code) other than the Subsidiary REMIC Regular Interests and the interests represented by the Certificates and the Class C Certificates. b. The Certificates are being issued in seventeen classes. The following terms of the Certificates are irrevocably established as of the Closing Date: Original Class Principal Balance (or Notional Principal Class Pass-Through Rate Per Xxxxx Xxxxxx) ----------- ---------------------------------------- ---------------- Class AV-1 a floating rate per annum equal to the $205,778,858 lesser of (a) one-month LIBOR plus 0.32%, or (b) the Available Funds Pass-Through Rate, but in no case more than 14.0%. Class AV-2 a floating rate per annum equal to the $28,854,474 lesser of (a) one-month LIBOR plus 0.39%, or (b) the Available Funds Pass-Through Rate, but in no case more than 14.0%. Class MV-1 a floating rate per annum equal to the $20,750,000 lesser of (a) one-month LIBOR plus 0.69%, or (b) the Available Funds Pass-Through Rate, but in no case more than 14.0%. Class MV-2 a floating rate per annum equal to the $17,200,000 lesser of (a) one-month LIBOR plus 1.40%, or (b) the Available Funds Pass-Through Rate, but in no case more than 14.0%. Class BV-1 a floating rate per annum equal to the $12,750,000 lesser of (a) one-month LIBOR plus 3.00%, or (b) the Available Funds Pass-Through Rate, but in no case more than 14.0%. Class AF-1 6.45% $178,634,491 Class AF-2 6.84% $129,334,162 Class AF-3 7.03% $39,333,268 Class AF-4 7.32% $51,500,000 Class AF-5 7.60% before the Additional Principal $38,196,744 Entitlement Date; 8.10% from and after the Additional Principal Entitlement Date Class AF-6 7.21% $51,268,000 Class A-IO 7.00% Original Notional Principal Amount: $90,000,000 Class MF-1 8.10% $32,700,000 Class MF-2 a floating rate equal to the Adjusted $30,300,000 Weighted Average Loan Rate, but in no event greater than 9.29% Class BF-1 a floating rate equal to the Adjusted $19,400,000 Weighted Average Loan Rate, but in no event greater than 10.00% Class B-2 a floating rate equal to the Adjusted $30,500,003 Weighted Average Loan Rate, but in no event greater than 10.00% Class P None $100 c. The following terms of the Subsidiary REMIC Regular Interests are irrevocably established as of the Closing Date: Subsidiary REMIC Original Class Regular Interest Principal Designation: Subsidiary REMIC Pass-Through Rate: Balance: ---------------- ----------------------------------- -------------- S-1 Weighted Average Loan Rate $632,899,997 S-2 Weighted Average Loan Rate $90,000,000 S-3 Weighted Average Loan Rate $163,600,003 S-4 None $100 The latest possible maturity of the Subsidiary REMIC Regular Interests is in December 15, 2030 (calculated using a prepayment assumption of 0% and assuming no defaults or delinquencies on the Loans). d. The Closing Date, which is the day on which each of the Master REMIC and Subsidiary REMIC will issue all of their respective regular and residual interests, is hereby designated as the "startup day" of the Master REMIC and Subsidiary REMIC within the meaning of Section 860G(a)(9) of the Code. e. After the Closing Date, neither the Trustee, the Originator, the Seller nor any Servicer shall (i) accept any contribution of assets to the Trust, (ii) dispose of any portion of the Trust other than as provided in Sections 3.06, 3.07 and 8.06, (iii) engage in any transaction that would result in the imposition of any tax on "prohibited transactions," as defined in Section 860F(a)(1) of the Code, (iv) accept any contribution after the Closing Date that is subject to the tax imposed by Section 860G(d) of the Code or (v) engage in any activity or enter into any agreement that would result in the receipt by the Trust of any "net income from foreclosure property" as defined in Section 860G(c)(2) of the Code, unless, prior to any such action set forth in clauses (i), (ii), (iii), (iv) or (v), the Trustee shall have been supplied received an unqualified Opinion of Counsel, which opinion shall not be an expense of the Trust, stating that such action will not, directly or indirectly, (A) adversely affect the status of the Master REMIC or Subsidiary REMIC as a REMIC, the status of the Certificates and Class C Master Certificate as "regular interests" and the sole class of "residual interests," respectively, in the Master REMIC, or of the Subsidiary REMIC Regular Interests or Class C Subsidiary Certificate as the "regular interests" and the sole class of "residual interests," respectively, in the Subsidiary REMIC, in each case for federal income tax purposes, (B) affect the distributions payable hereunder to the Certificateholders or the Class C Certificateholders or (C) result in the imposition of any lien, charge or encumbrance upon the Trust. f. Upon the acquisition of any real property (including interests in real property), or any personal property incident thereto, in connection with the default of a Loan, the Servicer and the Trustee (at the direction of the Servicer) shall take, or cause to be taken, such action as is necessary to sell or otherwise dispose of such property within such period as is then required by the Code in order for such property to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, unless the Servicer and the Trustee receive an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property property subsequent to such three-year period (and specifying the period beyond such three-year period for which then permitted by the Mortgaged Property may be held) Code will not result in the imposition of any taxes on "prohibited transactions" of the Trust Fund Trust, as defined in section Section 860F of the Code, or cause the related Master REMIC or Subsidiary REMIC to fail to qualify as a REMICREMIC at any time that the Certificates or Class C Certificates are outstanding. The Servicer shall manage, in which case the Trust Fund may continue to hold conserve, protect and operate such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel)real property, or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied forany personal property incident thereto, so that such property will not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property," within the meaning of section as defined in Section 860G(a)(8) of the Code, (ii) subject and that the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Codemanagement, or (iii) cause the sale conservation, protection and operation of such Mortgaged Property to property will not result in the receipt by the Trust Fund Master REMIC or Subsidiary REMIC of any income from non-attributable to any asset which is neither a qualified mortgage nor a permitted assets as described in section 860F(a)(2)(B) investment within the meaning of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxesREMIC Provisions." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor is in default with respect Trust Administrator to treat the related Mortgage Loan or such default is, Trust Fund as the number of separate REMICs specified in the judgment Preliminary Statement (each, a "REMIC") under the Code and, if necessary, under applicable state law and apply such Preliminary Statement in determining the rights of the Special Servicer, reasonably foreseeable, Interests in REMICs thereby created. Each such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the Special Servicer taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is hereby designated as the "startup day" of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in each REMIC shall not consist of the regular interests with the terms set forth for each REMIC in the Preliminary Statement and the Class AR and Class AR-L Certificates shall represent the beneficial ownership of the "residual interest" in each REMIC created hereunder. Neither the Depositor nor the Trust Administrator nor the Trustee shall permit any modification the creation of any material term "interests" (within the meaning of Section 860G of the Code) in any Mortgage Loan, including any modification that would change REMIC other than as set forth in the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanPreliminary Statement. (b) The Special Trust Administrator shall act as the "tax matters person" (within the meaning of the REMIC Provisions) for each REMIC created hereunder, in the manner provided under Treasury regulations section 1.860F 4(d) and temporary Treasury regulations section 301.6231(a)(7)1T. In the event that for any reason, the Trust Administrator is not recognized as the tax matters person then the Trust Administrator shall act as agent for the Class AR and the Class AR-L Certificateholder as tax matters person. By its acceptance of a Residual Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trust Administrator as its agent to act on behalf of each REMIC created hereunder pursuant to the specific duties outlined herein. (c) A Holder of the Residual Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trust Administrator, the amount of any minimum California state franchise taxes due with respect to each REMIC created hereunder under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trust Administrator shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trust Administrator. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Residual Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Section 4.01. The Trust Administrator or the Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trust Administrator's or the Trustee's duties, respectively, under this Agreement. The Master Servicer or the related Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Master Servicer's or such Servicer's duties, respectively, under this Agreement. (d) The Trust Administrator shall act as soon attorney in fact and as possible the tax matters person of each REMIC created hereunder and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trust Administrator shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for each REMIC created hereunder when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the Code and shall provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC created hereunder, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trust Administrator. The Depositor, the Master Servicer and the related Servicer shall provide on a prompt and timely basis to the Trust Administrator or its designee such information with respect to each REMIC created hereunder as is in their possession and reasonably required or requested by the Trust Administrator to enable it to perform its obligations under this subsection. In its capacity as attorney in fact and as the tax matters person, the Trust Administrator shall also: (A) act on behalf of each REMIC created hereunder in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on each REMIC created hereunder when and as the same shall be due and payable (but such obligation shall not prevent the Trust Administrator or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trust Administrator from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trust Administrator shall provide (i) to any transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a permitted transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC created hereunder. (f) The Trustee, to the extent directed by the Trust Administrator, the Depositor and the Holder of the Residual Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, to the extent directed or (in the case of a failure to act) not directed by the Trust Administrator, nor the Holder of the Residual Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of each REMIC created hereunder as a REMIC or (ii) result in the imposition of a tax upon a REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have been supplied with received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee and the Trust Administrator shall not take or fail to take any action (whether or not authorized hereunder) as to which the Master Servicer, a Servicer or the Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to a REMIC or their assets, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the holding by terms of this Agreement, the Trustee and the Trust Administrator will consult with the Master Servicer, the Servicers and the Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder and the Trustee and the Trust Administrator shall not take any such action or cause that REMIC to take any such action as to which the Master Servicer, any Servicer or the Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Residual Certificates will consult with the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trust Administrator has advised it in writing that an Adverse REMIC Event could occur. The Trustee and the Trust Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Trust Administrator will, to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of each REMIC created hereunder as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund any REMIC created hereunder, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to of such Mortgaged Property within the meaning of section REMIC, as defined in Section 860G(c) of the Code, or (iii) cause on any contributions to a REMIC after the sale of such Mortgaged Property Startup Day therefor pursuant to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BSection 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the related Servicer, if such Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund with respect against such tax or if such tax arises out of or results from a breach of such Servicer's duties under (x) Section 2.07(j) of this Agreement to the imposition of not enter into any arrangement by which a REMIC would receive a fee or other compensation for services or to permit such taxes.REMIC to receive any income from assets other than " 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: qualified mortgages" or "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts.permitted investments,"

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor is in default with respect Trust Administrator to treat the related Mortgage Loan or such default isTrust Fund (exclusive of any entitlement to Assigned Prepayment Premiums, the Group 4 Interest Rate Cap Agreements, the assets held in the judgment Group 4 Interest Rate Cap Accounts, and rights to payments from the Supplemental Interest Account) as the number of separate REMICs specified in the Preliminary Statement (each, a "REMIC") under the Code and, if necessary, under applicable state law and apply such Preliminary Statement in determining the rights of the Special Servicer, reasonably foreseeable, Interests in REMICs thereby created. Each such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the Special Servicer taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is hereby designated as the "startup day" of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in each REMIC shall not consist of the regular interests with the terms set forth for each REMIC in the Preliminary Statement and the Class AR and Class AR-L Certificates shall represent the beneficial ownership of the "residual interest" in each REMIC created hereunder. Neither the Depositor nor the Trust Administrator nor the Trustee shall permit any modification the creation of any material term "interests" (within the meaning of Section 860G of the Code) in any Mortgage Loan, including any modification that would change REMIC other than as set forth in the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanPreliminary Statement. (b) The Special Trust Administrator shall act as the "tax matters person" (within the meaning of the REMIC Provisions) for each REMIC created hereunder, in the manner provided under Treasury regulations section 1.860F 4(d) and temporary Treasury regulations section 301.6231(a)(7)1T. In the event that for any reason, the Trust Administrator is not recognized as the tax matters person then the Trust Administrator shall act as agent for the Class AR and the Class AR-L Certificateholder as tax matters person. By its acceptance of a Residual Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trust Administrator as its agent to act on behalf of each REMIC created hereunder pursuant to the specific duties outlined herein. (c) A Holder of a Residual Certificate, by the purchase of such Certificate, shall be deemed to have agreed to timely pay, upon demand by the Trust Administrator, the amount of any minimum California state franchise taxes due with respect to the related REMIC created hereunder under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trust Administrator shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trust Administrator. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Residual Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Section 4.01. The Trust Administrator or the Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trust Administrator's or the Trustee's duties, respectively, under this Agreement. The Master Servicer or the related Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Master Servicer's or such Servicer's duties, respectively, under this Agreement. (d) The Trust Administrator shall act as soon attorney in fact and as possible the tax matters person of each REMIC created hereunder and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trust Administrator shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for each REMIC created hereunder when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the Code and shall provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC created hereunder, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trust Administrator. The Depositor, the Master Servicer and the related Servicer shall provide on a prompt and timely basis to the Trust Administrator or its designee such information with respect to each REMIC created hereunder as is in their possession and reasonably required or requested by the Trust Administrator to enable it to perform its obligations under this subsection. In its capacity as attorney in fact and as the tax matters person, the Trust Administrator shall also: (A) act on behalf of each REMIC created hereunder in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on each REMIC created hereunder when and as the same shall be due and payable (but such obligation shall not prevent the Trust Administrator or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trust Administrator from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trust Administrator shall provide (i) to any transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a permitted transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who shall serve as the representative of each REMIC created hereunder. (f) The Trustee, to the extent directed by the Trust Administrator, the Depositor and the Holder of the Residual Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, to the extent directed or (in the case of a failure to act) not directed by the Trust Administrator, nor the Holder of the Residual Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of each REMIC created hereunder as a REMIC or (ii) result in the imposition of a tax upon a REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have been supplied with received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action shall not endanger such status or result in the imposition of such a tax. The Trustee and the Trust Administrator shall not take or fail to take any action (whether or not authorized hereunder) as to which the Master Servicer, a Servicer or the Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to a REMIC or their assets, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the holding by terms of this Agreement, the Trustee and the Trust Administrator shall consult with the Master Servicer, the Servicers and the Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder and the Trustee and the Trust Administrator shall not take any such action or cause that REMIC to take any such action as to which the Master Servicer, any Servicer or the Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Residual Certificates shall consult with the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trust Administrator has advised it in writing that an Adverse REMIC Event could occur. The Trustee and the Trust Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Trust Administrator shall, to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of each REMIC created hereunder as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund any REMIC created hereunder, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to of such Mortgaged Property within the meaning of section REMIC, as defined in Section 860G(c) of the Code, or (iii) cause on any contributions to a REMIC after the sale of such Mortgaged Property Startup Day therefor pursuant to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BSection 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the related Servicer, if such Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund with respect against such tax or if such tax arises out of or results from a breach of such Servicer's duties under (x) Section 2.07(j) of this Agreement to the imposition of not enter into any arrangement by which a REMIC would receive a fee or other compensation for services or to permit such taxes.REMIC to receive any income from assets other than " 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: qualified mortgages" or "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts.permitted investments,"

Remic Provisions. The Preliminary Statement sets forth the designations and “latest possible maturity date” for federal income tax purposes of all interests created hereby. The “Startup Day” for purposes of the REMIC Provisions shall be the Closing Date. The “tax matters person” with respect to each REMIC hereunder other than REMIC I shall be the holder of the Class R Certificate. The tax matters person with respect to REMIC I shall be the holder of the Class R Certificate. The Trustee on behalf of the holders of the Class R Certificates shall act as agent for the “tax matters person”. By its acceptance of a Class R Certificate, each holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trustee as its agent to act on behalf of each REMIC pursuant to the specific duties outlined herein. Each REMIC’s fiscal year shall be the calendar year. The Trustee shall treat the beneficial owners of Certificates (aother than the Class P, Class X and Class R Certificates) Unless the Mortgagor is in default as having entered into a notional principal contract with respect to the related Mortgage Loan or such default is, in the judgment beneficial owners of the Special ServicerClass X Certificates. Pursuant to each such notional principal contract, reasonably foreseeableall beneficial owners of Offered Certificates (other than the Residual Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Special Servicer shall not permit any modification beneficial owners of any material term the Class X Certificates an aggregate amount equal to the excess, if any, of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner amount payable on such Distribution Date on the interest in REMIC III to each Class of Corresponding Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class I Shortfall”). A Class I Shortfall payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, such interest being determined by substituting the REMIC Maximum Rate for the applicable Net Funds Cap in the definition of Pass-Through Rate for such Class of Certificates, and a Class I Shortfall payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the beneficial owner of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the Owners of the Offered Certificates (other than the Residual Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates of a Class I Shortfall shall be treated for tax purposes as having been received by the beneficial owners of such Certificates in respect of their Interests in REMIC III and as having been paid by such beneficial owners to the Supplemental Interest Trust pursuant to the notional principal contract. Thus, each Certificate (other than a Class P and Class R Certificate) shall be treated as representing not only ownership of regular interests in the REMIC, but also ownership of an interest in (and obligations with respect to) a notional principal contract. For tax purposes, the notional principal contract shall be deemed to have been supplied a value in favor of the Certificates entitled to receive Basis Risk Shortfalls of [$10,000.00] as of the Closing Date. Notwithstanding the priority and sources of payments set forth in Article IV hereof or otherwise, the Trustee shall account for all distributions on the Certificates as set forth in this Section 2.07. In no event shall any payments of Basis Risk Shortfalls provided for in this Section 2.07 be treated as payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). The Trustee, the Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Servicer nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) contemplated action will not endanger such status or result in the imposition of such a tax. Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on "prohibited transactions" each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Trust Fund as defined Residual Certificate in section 860F the REMICs or, if no such amounts are available, out of other amounts held in the CodeDistribution Account, or cause and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC to fail to qualify as a REMIC. The Trustee shall, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel)for federal income tax purposes, or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence maintain books and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into records with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by each REMIC created hereunder on a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or calendar year and on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19an accrual basis. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals Trustee will apply for an Employee Identification Number from the Custodial Account pursuant to Section 3.04), plus (b) Internal Revenue Service via a Form SS-4 or other acceptable method for all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amountstax entities."

Remic Provisions. (a) Unless a. The Originator, as Servicer, and the Mortgagor is in default with respect to the related Mortgage Loan or such default isClass C Certificateholders, by acceptance thereof, each agrees that, in accordance with the judgment requirements of the Special Servicer, reasonably foreseeable, the Special Servicer shall not permit any modification of any material term of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860D(b)(1) of the Code, in which case the three-federal tax return of the Trust for its first taxable year period shall provide that the segregated pools of assets comprising the Master REMIC and the Subsidiary REMIC, respectively, each elect to be extended by the applicable period. If treated as a period longer than three years is permitted REMIC under the foregoing sentence Code for such taxable year and all subsequent taxable years, and the Trustee shall sign such return. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the Servicer), the Originator, the Seller and the Servicer shall take, or refrain from taking, all such action as is necessary to sell maintain the status of each of the Master REMIC and Subsidiary REMIC as a REMIC under the REMIC Provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any REO Propertyinadvertent termination of REMIC status. For purposes of the REMIC election in respect of the Subsidiary REMIC, (i) the Special Servicer Subsidiary REMIC Regular Interests shall report monthly to be designated as the Owner as to "regular interests" in the progress being made in selling such REO Property Subsidiary REMIC and (ii) if, with the written consent Class C Subsidiary Certificate shall be designated as the sole class of "residual interests" in the Subsidiary REMIC. For purposes of the Owner, a purchase money mortgage is taken REMIC election in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would Master REMIC, (i) cause such Mortgaged Property to fail to qualify at the Certificates shall be designated as the "regular interests" in the Master REMIC and (ii) the Class C Master Certificate shall be designated as the sole Class of "residual interests" in the Master REMIC. The Trustee shall not permit the creation of any time as "foreclosure propertyinterests" in the Master REMIC or Subsidiary REMIC (within the meaning of section 860G(a)(8) Section 860G of the Code, ) other than the Subsidiary REMIC Regular Interests and the interests represented by the Certificates and the Class C Certificates. b. The Certificates are being issued in thirteen classes. The following terms of the Certificates are irrevocably established as of the Closing Date: Original Class Principal Balance (iior Notional Class Pass-Through Rate Xxx Xxxxx Principal Amount) subject the Trust Fund ---------------- ------------------------------------------------------- -------------------- Class A-1A ARM a floating rate per annum equal to the imposition lesser of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within $175,000,000 (a) LIBOR plus the meaning of section 860G(c) of the CodeClass A-1A ARM Pass-Through Margin, or (iiib) cause the sale of such Mortgaged Property to result Available Fund Pass-Through Rate, but in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect no case more than 14.0% Class A-1B ARM a floating rate per annum equal to the imposition lesser of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer $75,000,000 (a) all amounts deposited LIBOR plus the Class A-1AB ARM Pass-Through Margin, or (b) the Available Funds Pass-Through Rate, but in no case more than 14.0% Class A-1 6.29% $88,000,000 Class A-2 6.72% $124,500,000 Class A-3 6.97% $39,368,000 Class A-3A 7.35% $95,881,580 Class A-4 IO 6.65% Original Notional Principal Amount: $75,000,000 Class M-1 a floating rate equal to the Custodial Account Adjusted Weighted Average $42,375,000 Loan Rate, but in no event greater than 7.97% Class M-2 a floating rate equal to the Adjusted Weighted Average $43,875,000 Loan Rate, but in no event greater than 9.30% Class B-1 a floating rate equal to the Adjusted Weighted Average $26,250,000 Loan Rate, but in no event greater than 9.50% Class B-2 a floating rate equal to the Adjusted Weighted Average $28,500,420 Loan Rate, but in no event greater than 9.50% c. The following terms of the Subsidiary REMIC Regular Interests are irrevocably established as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Closing Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts.":

Remic Provisions. (a) Unless a. The Company, as Servicer, and the Mortgagor is in default with respect to the related Mortgage Loan or such default isClass C Certificateholders, by acceptance thereof, each agrees that, in accordance with the judgment requirements of the Special Servicer, reasonably foreseeable, the Special Servicer shall not permit any modification of any material term of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860D(b)(1) of the Code, in which case the three-federal tax return of the Trust for its first taxable year period shall provide that the segregated pools of assets comprising the Master REMIC and the Subsidiary REMIC, respectively, each elect to be extended by the applicable period. If treated as a period longer than three years is permitted REMIC under the foregoing sentence Code for such taxable year and all subsequent taxable years, and the Trustee shall sign such return. In furtherance of the foregoing, the Trustee (at the direction of the Company or the Servicer), the Company and the Servicer shall take, or refrain from taking, all such action as is necessary to sell maintain the status of each of the Master REMIC and Subsidiary REMIC as a REMIC under the REMIC Provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any REO Propertyinadvertent termination of REMIC status. For purposes of the REMIC election in respect of the Subsidiary REMIC, (i) the Special Servicer Subsidiary REMIC Regular Interests shall report monthly to be designated as the Owner as to "regular interests" in the progress being made in selling such REO Property Subsidiary REMIC and (ii) if, with the written consent Class C Subsidiary Certificate shall be designated as the sole class of "residual interests" in the Subsidiary REMIC. For purposes of the Owner, a purchase money mortgage is taken REMIC election in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would Master REMIC, (i) cause such Mortgaged Property to fail to qualify at the Certificates shall be designated as the "regular interests" in the Master REMIC and (ii) the Class C Master Certificate shall be designated as the sole Class of "residual interests" in the Master REMIC. The Trustee shall not permit the creation of any time as "foreclosure propertyinterests" in the Master REMIC or Subsidiary REMIC (within the meaning of section 860G(a)(8) Section 860G of the Code, ) other than the Subsidiary REMIC Regular Interests and the interests represented by the Certificates and the Class C Certificates. b. The Certificates are being issued in twelve classes. The following terms of the Certificates are irrevocably established as of the Closing Date: Original Class Principal Balance (ii) subject the Trust Fund or Notional Class Pass-Through Rate Xxx Xxxxx Principal Amount ---------------- -------------------------------------------------------- ----------------- Class A-1A ARM a floating rate per annum equal to the imposition lesser of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within $250,000,000 (a) LIBOR plus the meaning of section 860G(c) of the CodeClass A-1A ARM Pass-Through Margin, or (iiib) cause the sale of such Mortgaged Property to result Available Fund Pass-Through Rate, but in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect no case more than 14.0% Class A-1B ARM a floating rate per annum equal to the imposition lesser of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer $100,000,000 (a) all amounts deposited LIBOR plus the Class A-1AB ARM Pass-Through Margin, or (b) the Available Funds Pass-Through Rate, but in no case more than 14.0% Class A-1 5.99% $275,000,000 Class A-2 6.67% $210,750,000 Class A-3 6.77% $67,100,000 Class A-4 7.18% $76,925,000 Class A-5 7.12% $66,075,000 Class A-6 IO 14.25% Original Notional Principal Amount: $60,000,000 Class M-1 7.77% $70,850,000 Class M-2 a floating rate equal to the Custodial Account Weighted Average Loan $70,200,000 Rate, but in no event greater than 8.36% Class B-1 a floating rate equal to the Weighted Average Loan $46,800,000 Rate, but in no event greater than 9.48% Class B-2 a floating rate equal to the Weighted Average Loan $66,300,000 Rate, but in no event greater than 9.95% c. The following terms of the Subsidiary REMIC Regular Interests are irrevocably established as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Closing Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts.":

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor Trustee to treat the Trust REMIC as a remic under the Code and, if necessary, under applicable state law. Such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold by Xxxxx Xxxxx to a third party. The Delivery Date is in default with respect to hereby designated as the related Mortgage Loan or such default is, "startup day" of the Trust REMIC within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in the judgment Trust REMIC shall consist of the Special ServicerClass A-I, reasonably foreseeable, Class A-II and Class S Certificates and the Special Servicer "residual interest" in the Trust REMIC shall consist of the Class R Certificates. The Depositor and the Trustee shall not permit any modification the creation of any material term "interests" (within the meaning of any Mortgage LoanSection 860G of the Code) in the Trust REMIC other than the Class A-I Certificates, including any modification that would change the Mortgage Interest RateClass A-II Certificates, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanClass S Certificates and Class R Certificates. (b) Chevy Chase Bank, F.S.B. on behalf of the Holders of the Class R Certificates, shall act as agent for the Class R Certificateholder as the "tax matters person" (within the meaning of the REMIC Provisions) for the Trust REMIC in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class R Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trustee as its agent to act on behalf of the Trust REMIC pursuant to the specific duties outlined herein. (c) A Holder of the Class R Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trustee, the amount of any minimum California state franchise taxes due with respect to the Trust REMIC under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trustee shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trustee. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a remic as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Class R Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Sections 4.02 and 4.03, respectively. The Special Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trustee's duties under this Agreement. The Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Servicer's duties under this Agreement. (d) The Trustee shall act as soon attorney-in-fact and as possible agent on behalf of the tax matters person of the Trust REMIC and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trustee shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for the Trust REMIC when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of the Trust REMIC in compliance with the Code and shall have been supplied provide copies of such returns as required by the Code; (ii) make an election, on behalf of the Trust REMIC, to be treated as a remic on the federal tax return of the Trust REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions and the Code. The expenses of preparing and filing such returns shall be borne by the Trustee. The Depositor and Servicer shall provide on a prompt and timely basis to the Trustee or its designee such information with respect to the Trust REMIC as is in their possession and reasonably required or requested by the Trustee to enable it to perform its obligations under this subsection. In its capacity as attorney-in-fact and as agent on behalf of the tax matters person, Chevy Chase shall also: (A) act on behalf of the Trust REMIC in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on the Trust REMIC when and as the same shall be due and payable (but such obligation shall not prevent the Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trustee shall provide (i) to any transferor of a Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a permitted transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of the Trust REMIC. (f) The Trustee, the Depositor and the Holder of the Class R Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of the Trust REMIC as a remic under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee nor the Holder of the Class R Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the Trust REMIC as a remic or (ii) result in the imposition of a tax upon the Trust REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Servicer or Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to the holding by Trust REMIC or its assets, or causing the Trust REMIC to take any action, which is not expressly permitted under the terms of this Agreement, the Trustee will consult with the Servicer and Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the Trust REMIC, and the Trustee shall not take any such action or cause the Trust REMIC to take any such action as to which the Servicer or Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to the Trust REMIC or the assets therein, or causing the Trust REMIC to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Class R Certificates will consult with the Trustee or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the Trust REMIC, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trustee has advised it in writing that an Adverse REMIC Event could occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Servicer will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of the Trust REMIC as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund REMIC, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within of the meaning of section Trust REMIC, as defined in Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property on any contributions to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BREMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement or if the Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund with respect against such tax, (ii) to the imposition Trustee, if such tax arises out of or results from a breach by the Trustee of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer its obligations under this Article II, or (aiii) all otherwise against amounts deposited on deposit in the Custodial Account as provided by Section 3.09 and on the Distribution Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the close Interest Distribution Amount on each Class entitled thereto in the same manner as if such taxes constituted a Prepayment Interest Shortfall. (h) The Trustee and the Servicer shall, for federal income tax purposes, maintain books and records with respect to the Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (i) Following the Startup Day, neither the Servicer nor the Trustee shall accept any contributions of business on assets to the last day Trust REMIC unless the Servicer and the Trustee shall have received an Opinion of Counsel (at the expense of the related Due Period party seeking to make such contribution) to the effect that the inclusion of such assets in the Trust REMIC will not cause the Trust REMIC to fail to qualify as a remic at any time that any Certificates are outstanding, or subject the Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (net j) Neither the Servicer nor the Trustee shall enter into any arrangement by which the Trust REMIC will receive a fee or other compensation for services nor permit the Trust REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of charges against the Code or withdrawals from "permitted investments" as defined in Section 860G(a)(5) of the Custodial Account Code. (k) Within 30 days after the Closing Date, the Trustee shall prepare and file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for the Trust REMIC. (l) Neither the Trustee nor the Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust REMIC, (iii) the termination of the Trust REMIC pursuant to Section 3.04), plus Article X of this Agreement or (biv) all amounts, if any, which the Servicer is obligated to advance a purchase of Mortgage Loans pursuant to Section 7.03Article II or III of this Agreement) nor acquire any assets for the Trust REMIC, minus (c) nor sell or dispose of any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited investments in the Custodial Account or the Certificate Account for gain nor accept any contributions to the Trust REMIC after the Closing Date (a) unless it has received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not affect adversely the status of the Trust REMIC as a remic or (b) unless the Servicer has determined in connection with its sole discretion to indemnify the Trust Fund against such Principal Prepayment tax. (m) In order to enable the Trustee to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided to the Trustee, within ten days after the Delivery Date, all information or data that the Trustee determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans and the Trustee shall be entitled to rely upon any and all such information and data in accordance with Section 7.03the performance of its duties set forth herein. Thereafter, the Servicer shall provide, promptly upon request therefor, any such additional information or data that the Trustee may from time to time reasonably request in order to enable the Trustee to perform its duties as set forth herein and minus (d) the Trustee shall be entitled to rely upon any amounts attributable and all such information and data in the performance of its duties set forth herein. The Depositor shall indemnify the Trustee and hold its harmless for any loss, liability, damage, claim or expense of the Trustee arising from any failure of the Depositor to Monthly Payments collected but due provide, or to cause to be provided, accurate information or data to the Trustee on a due date timely basis. The Servicer shall indemnify the Trustee and hold it harmless for any loss, liability, damage, claim or dates subsequent expense of the Trustee arising from any failure of the Servicer to provide, or to cause to be provided, accurate information or data to the first day Trustee on a timely basis. The indemnification provisions hereunder shall survive the termination of the month in which such Remittance Date occurs, which amounts this Agreement and shall be remitted on the Remittance Date next succeeding the Due Period for such amountsextend to any co-trustee appointed pursuant to this Agreement."

Remic Provisions. (a) Unless [The Depositor hereby elects and authorizes the Mortgagor is in default with respect Trustee to treat each of REMIC I and REMIC II as a REMIC under the related Mortgage Loan Code and, if necessary, under applicable state law. Each such election will be made on Form 1066 or such default is, in other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the judgment taxable year ending on the last day of the Special Servicer, reasonably foreseeable, calendar year in which the Special Servicer Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold by [__________] to a third party. The Delivery Date is hereby designated as the "startup day" of each of REMIC I and REMIC II within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in REMIC I shall consist of the REMIC I Regular Interests and the "residual interest" in REMIC I shall consist of the Class R-I Certificates. The "regular interests" (within the meaning of Section 860G of the Code) in REMIC II shall consist of the Class A and Class S Certificates and the "residual interest" in REMIC II shall consist of the Class R-II Certificates. The Depositor and the Trustee shall not permit any modification the creation of any material term "interests" (within the meaning of any Mortgage LoanSection 860G of the Code) in REMIC I or REMIC II other than the REMIC I Regular Interests and Class R-I Certificates and the Class A Certificates, including any modification that would change the Mortgage Interest RateClass S Certificates and Class R-II Certificates, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loanrespectively. (b) [__________] on behalf of the Holders of the Class R-I Certificates and Class R-II Certificates, shall act as agent for the Class R-I Certificateholder and Class R-II Certificateholder as the "tax matters person" (within the meaning of the REMIC Provisions) for REMIC I and REMIC II, respectively, in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class R Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trustee as its agent to act on behalf of REMIC I and REMIC II pursuant to the specific duties outlined herein. (c) A Holder of the Class R-I or Class R-II Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trustee, the amount of any minimum California state franchise taxes due with respect to REMIC I or REMIC II, respectively, under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trustee shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trustee. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Class R Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Sections 4.02 and 4.03, respectively. The Special Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trustee's duties under this Agreement. The Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Servicer's duties under this Agreement. (d) The Trustee shall act as soon attorney-in-fact and as possible agent on behalf of the tax matters person of REMIC I and shall sell REMIC II and in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trustee shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for REMIC I and REMIC II when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of REMIC I and REMIC II in compliance with the Code and shall have been supplied provide copies of such returns as required by the Code; (ii) make an election, on behalf of REMIC I and REMIC II, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trustee. The Depositor and Servicer shall provide on a prompt and timely basis to the Trustee or its designee such information with respect to REMIC I and REMIC II as is in their possession and reasonably required or requested by the Trustee to enable it to perform its obligations under this subsection. In its capacity as attorney-in-fact and as agent on behalf of the tax matters person, [__________] shall also: (A) act on behalf of REMIC I and REMIC II in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on REMIC I or REMIC II when and as the same shall be due and payable (but such obligation shall not prevent the Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trustee shall provide (i) to any transferor of a Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a permitted transferee, (ii) to the Trustee and the Trustee shall forward to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each of REMIC I and REMIC II. (f) The Trustee, the Depositor and the Holder of the Class R Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of each of REMIC I and REMIC II as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee nor the Holder of the Class R Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of either REMIC I or REMIC II as a REMIC or (ii) result in the imposition of a tax upon either REMIC I or REMIC II (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Servicer or Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to REMIC I or REMIC II or their assets, or causing REMIC I and REMIC II to take any action, which is not expressly permitted under the holding by terms of this Agreement, the Trustee will consult with the Servicer and Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I or REMIC II, and the Trustee shall not take any such action or cause REMIC I or REMIC II to take any such action as to which the Servicer or Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to either REMIC I or REMIC II or the assets therein, or causing either REMIC I or REMIC II to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Class R Certificates will consult with the Trustee or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to either REMIC I or REMIC II, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trustee has advised it in writing that an Adverse REMIC Event could occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Servicer will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of REMIC I and REMIC II as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund REMIC I or REMIC II, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section REMIC I or REMIC II, as defined in Section 860G(c) of the Code, on any contributions to REMIC I or (iii) cause REMIC II after the sale of such Mortgaged Property Startup Day therefor pursuant to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BSection 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement or if the Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund with respect against such tax, (ii) to the imposition Trustee, if such tax arises out of or results from a breach by the Trustee of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer its obligations under this Article II, or (aiii) all otherwise against amounts deposited on deposit in the Custodial Account as provided by Section 3.09 and on the Distribution Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the close Interest Distribution Amount on each Class entitled thereto in the same manner as if such taxes constituted a Prepayment Interest Shortfall. (h) The Trustee and the Servicer shall, for federal income tax purposes, maintain books and records with respect to REMIC I and REMIC II on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (i) Following the Startup Day, neither the Servicer nor the Trustee shall accept any contributions of business on assets to REMIC I or REMIC II unless (subject to 2.06(f)) the last day Servicer and the Trustee shall have received an Opinion of Counsel (at the expense of the related Due Period party seeking to make such contribution) to the effect that the inclusion of such assets in REMIC I or REMIC II will not cause either REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding, or subject REMIC I or REMIC II to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (net j) Neither the Servicer nor the Trustee shall (subject to Section 2.06(f)) enter into any arrangement by which REMIC I or REMIC II will receive a fee or other compensation for services nor permit either such REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of charges against the Code or withdrawals from "permitted investments" as defined in Section 860G(a)(5) of the Custodial Account Code. (k) Within 30 days after the Closing Date, the Trustee shall prepare and file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for REMIC I and REMIC II. (l) Neither the Trustee nor the Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of REMIC I or REMIC II, (iii) the termination of REMIC I or REMIC II pursuant to Section 3.04), plus Article X of this Agreement or (biv) all amounts, if any, which the Servicer is obligated to advance a purchase of Mortgage Loans pursuant to Section 7.03Article II or III of this Agreement) nor acquire any assets for REMIC I or REMIC II, minus (c) nor sell or dispose of any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited investments in the Custodial Account or the Certificate Account for gain nor accept any contributions to REMIC I or REMIC II after the Closing Date (a) unless it has received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not affect adversely the status of REMIC I and REMIC II as REMICs or (b) unless the Servicer has determined in connection with its sole discretion to indemnify the Trust Fund against such Principal Prepayment tax. (m) In order to enable the Trustee to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided to the Trustee, within ten days after the Delivery Date, all information or data that the Trustee determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans and the Trustee shall be entitled to rely upon any and all such information and data in accordance with Section 7.03the performance of its duties set forth herein. Thereafter, the Servicer shall provide, promptly upon request therefor, any such additional information or data that the Trustee may from time to time reasonably request in order to enable the Trustee to perform its duties as set forth herein and minus (d) the Trustee shall be entitled to rely upon any amounts attributable and all such information and data in the performance of its duties set forth herein. The Depositor shall indemnify the Trustee and hold its harmless for any loss, liability, damage, claim or expense of the Trustee arising from any failure of the Depositor to Monthly Payments collected but due provide, or to cause to be provided, accurate information or data to the Trustee on a due date timely basis. The Servicer shall indemnify the Trustee and hold it harmless for any loss, liability, damage, claim or dates subsequent expense of the Trustee arising from any failure of the Servicer to provide, or to cause to be provided, accurate information or data to the first day Trustee on a timely basis. The indemnification provisions hereunder shall survive the termination of the month in which such Remittance Date occurs, which amounts this Agreement and shall be remitted on the Remittance Date next succeeding the Due Period for such amountsextend to any co-trustee appointed pursuant to this Agreement."]

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor Trustee to treat the Trust Fund as a REMIC (the "REMIC") under the Code and, if necessary, under applicable state law. Each such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Delivery Date is in default with respect to hereby designated as the related Mortgage Loan or such default is, "startup day" of the REMIC within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in the judgment REMIC shall consist of the Special ServicerClass A, reasonably foreseeableClass M, Class B, Class P and Class S Certificates and the Special Servicer "residual interest" in the REMIC shall consist of the Class R Certificates. The Depositor and the Trustee shall not permit any modification the creation of any material term "interests" (within the meaning of any Mortgage LoanSection 860G of the Code) in the REMIC other than the Class A Certificates, including any modification that would change the Mortgage Interest RateClass P Certificates, defer or forgive the payment of principal or interestClass S Certificates, reduce or increase the outstanding principal balance (except for actual payments of principal)Class M, change the final maturity date on such Mortgage LoanClass B and Class R Certificates, or permit any alteration, substitution or release of any collateral for such Mortgage Loanrespectively. (b) The Special Trustee on behalf of the Holders of the Class R Certificates, shall act as agent for the Class R Certificateholder as the "tax matters person" (within the meaning of the REMIC Provisions) for the REMIC, in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class R Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trustee as its agent to act on behalf of the REMIC pursuant to the specific duties outlined herein. (c) A Holder of the Class R Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trustee, the amount of any minimum California state franchise taxes due with respect to the REMIC, respectively, under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trustee shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trustee. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Class R Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Sections 4.02 and 4.03, respectively. The Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trustee's duties under this Agreement. The Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Servicer's duties under this Agreement. (d) The Trustee shall act as soon attorney-in-fact and as possible agent on behalf of the tax matters person of the REMIC and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trustee shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for the REMIC when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of the REMIC in compliance with the Code and shall have been supplied provide copies of such returns as required by the Code; (ii) make an election, on behalf of the REMIC, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trustee. The Depositor and Servicer shall provide on a prompt and timely basis to the Trustee or its designee such information with respect to the REMIC as is in their possession and reasonably required or requested by the Trustee to enable it to perform its obligations under this subsection. In its capacity as attorney-in-fact and as agent on behalf of the tax matters person, the Trustee shall also: (A) act on behalf of the REMIC in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on the REMIC when and as the same shall be due and payable (but such obligation shall not prevent the Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trustee shall provide (i) to any transferor of a Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a permitted transferee, (ii) to the Trustee and the Trustee shall forward to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of the REMIC. (f) The Trustee, the Depositor and the Holder of the Class R Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of each of the REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Except for actions expressly permitted under the terms of this Agreement, neither the Trustee nor the Holder of the Class R Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Servicer or Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to the holding by REMIC or their assets, or causing the REMIC to take any action, which is not expressly permitted under the terms of this Agreement, the Trustee will consult with the Servicer and Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the REMIC and the Trustee shall not take any such action or cause the REMIC to take any such action as to which the Servicer or Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to the REMIC or the assets therein, or causing the REMIC to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Class R Certificates will consult with the Trustee or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the REMIC, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trustee has advised it in writing that an Adverse REMIC Event could occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Servicer will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of the REMIC as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund REMIC, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within of the meaning of section REMIC, as defined in Section 860G(c) of the Code, or (iii) cause on any contributions to the sale of such Mortgaged Property REMIC after the Startup Day therefor pursuant to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BSection 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement or if the Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund with respect against such tax, (ii) to the imposition Trustee, if such tax arises out of or results from a breach by the Trustee of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer its obligations under this Article II, or (aiii) all otherwise against amounts deposited on deposit in the Custodial Account as provided by Section 3.09 and on the Distribution Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the close Interest Distribution Amount on each Class entitled thereto in the same manner as if such taxes constituted a Prepayment Interest Shortfall. (h) The Trustee and the Servicer shall, for federal income tax purposes, maintain books and records with respect to the REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (i) Following the Startup Day, neither the Servicer nor the Trustee shall accept any contributions of business on assets to the last day REMIC unless (subject to 2.06(f)) the Servicer and the Trustee shall have received an Opinion of Counsel (at the expense of the related Due Period party seeking to make such contribution) to the effect that the inclusion of such assets in the REMIC will not cause the REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding, or subject the REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (net j) Neither the Servicer nor the Trustee shall (subject to Section 2.06(f)) enter into any arrangement by which the REMIC will receive a fee or other compensation for services nor permit such REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of charges against the Code or withdrawals from "permitted investments" as defined in Section 860G(a)(5) of the Custodial Account Code. (k) Within 30 days after the Delivery Date, the Trustee shall prepare and file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for the REMIC. (l) Neither the Trustee nor the Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the REMIC, (iii) the termination of the REMIC pursuant to Section 3.04), plus Article X of this Agreement or (biv) all amounts, if any, which the Servicer is obligated to advance a purchase of Mortgage Loans pursuant to Section 7.03Article II or III of this Agreement) nor acquire any assets for the REMIC, minus (c) nor sell or dispose of any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited investments in the Custodial Account or the Certificate Account for gain nor accept any contributions to the REMIC after the Delivery Date (a) unless it has received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not affect adversely the status of the REMIC as a REMIC or (b) unless the Servicer has determined in connection with its sole discretion to indemnify the Trust Fund against such Principal Prepayment tax. (m) In order to enable the Trustee to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided to the Trustee, within ten days after the Delivery Date, all information or data that the Trustee determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans and the Trustee shall be entitled to rely upon any and all such information and data in accordance with Section 7.03the performance of its duties set forth herein. Thereafter, the Servicer shall provide, promptly upon request therefor, any such additional information or data that the Trustee may from time to time reasonably request in order to enable the Trustee to perform its duties as set forth herein and minus (d) the Trustee shall be entitled to rely upon any amounts attributable and all such information and data in the performance of its duties set forth herein. The Depositor shall indemnify the Trustee and hold its harmless for any loss, liability, damage, claim or expense of the Trustee arising from any failure of the Depositor to Monthly Payments collected but due provide, or to cause to be provided, accurate information or data to the Trustee on a due date timely basis. The Servicer shall indemnify the Trustee and hold it harmless for any loss, liability, damage, claim or dates subsequent expense of the Trustee arising from any failure of the Servicer to provide, or to cause to be provided, accurate information or data to the first day Trustee on a timely basis. The indemnification provisions hereunder shall survive the termination of the month in which such Remittance Date occurs, which amounts this Agreement and shall be remitted on the Remittance Date next succeeding the Due Period for such amountsextend to any co-trustee appointed pursuant to this Agreement."

Remic Provisions. (a) Unless a. The Company, as Servicer, and the Mortgagor is in default with respect to the related Mortgage Loan or such default isClass C Certificateholders, by acceptance thereof, each agrees that, in accordance with the judgment requirements of Section 860D(b)(1) of the Special Servicer, reasonably foreseeableCode, the Special federal tax return of the Trust for its first taxable year shall provide that the segregated pools of assets comprising the Master REMIC and the Subsidiary REMIC, respectively, each elect to be treated as a REMIC under the Code for such taxable year and all subsequent taxable years, and the Trustee shall sign such return. In furtherance of the foregoing, the Trustee (at the direction of the Company or the Servicer), the Company and the Servicer shall not permit any modification of any material term of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loantake, or permit refrain from taking, all such action as is necessary to maintain the status of each of the Master REMIC and Subsidiary REMIC as a REMIC under the REMIC Provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any alterationinadvertent termination of REMIC status. For purposes of the REMIC election in respect of the Subsidiary REMIC, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner Subsidiary REMIC Regular Interests shall be designated as the "regular interests" in the Subsidiary REMIC and (ii) the Class C Subsidiary Certificate shall be designated as the sole class of "residual interests" in the Subsidiary REMIC. For purposes of the REMIC election in respect of the Master REMIC, (i) the Certificates shall be designated as the "regular interests" in the Master REMIC and (ii) the Class C Master Certificate shall be designated as the sole Class of "residual interests" in the Master REMIC. The Trustee shall not permit the creation of any "interests" in the Master REMIC or Subsidiary REMIC (within the meaning of Section 860G of the Code) other than the Subsidiary REMIC Regular Interests and the interests represented by the Certificates and the Class C Certificates. b. The Certificates are being issued in twenty-two classes. The following terms of the Certificates are irrevocably established as of the Closing Date: ORIGINAL CLASS PASS-THROUGH RATE PRINCIPAL BALANCE CLASS PER ANNUM (OR NOTIONAL PRINCIPAL AMOUNT) ----- --------- ------------------------------ Class HE: A-1A ARM 5.89% $30,000,000 Class HE: A-1B ARM a floating rate per annum $245,000,000 equal to the lesser of (a) LIBOR plus the Pass-Through Margin, or (b) the Available Funds Pass-Through Rate, but in no case more than 14.0% Class HE: A-1 5.98% $270,000,000 Class HE: A-2 5.96% $117,000,000 Class HE: A-3 6.13% $107,000,000 Class HE: A-4 6.25% $28,000,000 Class HE: A-5 6.32% $36,250,000 2-7 Class HE: A-6 6.15% $82,500,000 Class HE: A-7 IO 6.75% Original Notional Principal Amount: $110,000,000 Class HE: M-1 6.71% $51,150,000 Class HE: M-2 A floating rate equal to the Weighted Average Home Equity Contract Rate, but in no event greater than 7.10% $52,800,000 Class HE: B-1 7.80% $40,700,000 Class HE: B-2 A floating rate equal to the Weighted Average Home Equity Contract Rate, but in no event greater than 7.78% $39,600,000 Class HI: A-1 5.97% $83,000,000 Class HI: A-2 5.94% $67,000,000 Class HI: A-3 6.08% $25,000,000 Class HI: A-4 6.20% $33,500,000 Class HI: A-5 6.35% $30,750,000 Class HI: M-1 6.61% $24,750,000 Class HI: M-2 7.00% $12,900,000 Class HI: B-1 7.70% $9,150,000 Class HI: B-2 A floating rate equal to the Weighted Average Home Improvement Contract Rate, but in no event greater than 7.79% $13,950,000 2-8 c. The following terms of the Subsidiary REMIC Regular Interests are irrevocably established as of the Closing Date: SUBSIDIARY REMIC REGULAR INTEREST SUBSIDIARY REMIC ORIGINAL CLASS DESIGNATION: PASS-THROUGH RATE: PRINCIPAL BALANCE: ------------ ------------------ ------------------ HE: A-1 Weighted Average Home Equity Contract Rate $805,750,000 HE: A-2 Weighted Average Home Equity Contract Rate $110,000,000 HE: MB Weighted Average Home Equity Contract Rate $184,250,000 HI: A-1 5.97% $83,000,000 HI: A-2 5.94% $67,000,000 HI: A-3 6.08% $25,000,000 HI: A-4 6.20% $33,500,000 HI: A-5 6.35% $30,750,000 HI: M-1 6.61% $24,750,000 HI: M-2 7.00% $12,900,000 HI: B-1 7.70% $9,150,000 HI: B-2 A floating rate equal to the Weighted Average Home Improvement Contract Rate, but in no event greater than 7.79% $13,950,000 The latest possible maturity of the Subsidiary REMIC Regular Interests bearing the designation "HE" is August 2029 and the latest possible maturity of the Subsidiary REMIC Regular Interests bearing the designation "HI" is in June 2029 (calculated using a prepayment assumption of 0% and assuming no defaults or delinquencies on the Contracts). d. The Closing Date, which is the day on which each of the Master REMIC and Subsidiary REMIC will issue all of their respective regular and residual interests, is hereby designated as the "startup day" of the Master REMIC and Subsidiary REMIC within the meaning of Section 860G(a)(9) of the Code. e. After the Closing Date, neither the Trustee, the Company nor any Servicer shall (i) accept any contribution of assets to the Trust, (ii) dispose of any portion of the Trust other than as provided in Sections 3.05, 3.06 and 8.06, (iii) engage in any transaction that would result in the imposition of tax on "prohibited transactions," as defined in Section 860F(a)(1) of the Code, (iv) accept any contribution after the Closing Date that is subject to the tax imposed by Section 860G(d) of the Code or (v) engage in any activity or enter into any agreement that would result in the receipt by the Trust of any "net income from foreclosure property" as defined in Section 860G(c)(2) of the Code, unless, prior to any such action set forth in clauses (i), (ii), (iii), (iv) or (v), the Trustee shall have been supplied received an unqualified Opinion of Counsel, which opinion shall not be an expense of the Trust, stating that such action will not, directly or indirectly, (A) adversely affect the status of the Master REMIC or Subsidiary REMIC as a REMIC, the status of the Certificates and Class C Master Certificate as "regular interests" and the sole class of "residual interests," respectively, in the Master REMIC, or of the Subsidiary REMIC Regular Interests or Class C Subsidiary Certificate as the "regular interests" and class of "sole residual interests," respectively, in the Subsidiary REMIC, in each case for federal income tax purposes, (B) affect the distributions payable hereunder to the Certificateholders or the Class C Certificateholders or (C) result in the imposition of any lien, charge or encumbrance upon the Trust. f. Upon the acquisition of any real property (including interests in real property), or any personal property incident thereto, in connection with the default of a Contract, the Servicer and the Trustee (at the direction of the Servicer) shall take, or cause to be taken, such action as is necessary to sell or otherwise dispose of such property within such period as is then required by the Code in order for such property to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, unless the Servicer and the Trustee receive an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property property subsequent to such three-year period (and specifying the period beyond such three-year period for which then permitted by the Mortgaged Property may be held) Code will not result in the imposition of any taxes on "prohibited transactions" of the Trust Fund Trust, as defined in section Section 860F of the Code, or cause the related Master REMIC or Subsidiary REMIC to fail to qualify as a REMICREMIC at any time that the Certificates or Class C Certificates are outstanding. The Servicer shall manage, in which case the Trust Fund may continue to hold conserve, protect and operate such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel)real property, or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied forany personal property incident thereto, so that such property will not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property," within the meaning of section as defined in Section 860G(a)(8) of the Code, (ii) subject and that the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Codemanagement, or (iii) cause the sale conservation, protection and operation of such Mortgaged Property to property will not result in the receipt by the Trust Fund Master REMIC or Subsidiary REMIC of any income from non-attributable to any asset which is neither a qualified mortgage nor a permitted assets as described in section 860F(a)(2)(B) investment within the meaning of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxesREMIC Provisions." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."

Remic Provisions. (a) Unless Provisions of the Mortgagor federal income tax law relating to real estate mortgage investment conduits, which appear at sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations promulgated thereunder, as the foregoing may be in effect from time to time, as well as provisions of applicable state laws. Remittance Amount ----------------- As to any Distribution Date and either the Class AF Certificates and the Class A-IO-I Component or the Class AV-1 Certificates and the Class A-IO-II Component, the sum of the Interest Distribution Amount for such Class and related Payment Component and the Certificate Formula Principal Amount for such Class for such Distribution Date. REO Property ------------ A Mortgaged Property acquired by the Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Loan. Request for Release ------------------- The Request for Release submitted by the Servicer to the Trustee, substantially in the form of Exhibit J. Required Insurance Policy ------------------------- With respect to any Loan, any insurance policy that is in default required to be maintained from time to time under this Agreement. Responsible Officer ------------------- When used with respect to the related Mortgage Loan or such default isTrustee, in any officer assigned to the judgment Corporate Trust Division of the Special Servicer, reasonably foreseeable, the Special Servicer shall not permit Trustee (or any modification of any material term of any Mortgage Loansuccessor thereto), including any modification that would change Vice President, any Assistant Vice President, the Mortgage Interest RateSecretary, defer any Assistant Secretary, any Trust Officer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" other officer of the Trust Fund as defined in section 860F Trustee customarily performing functions similar to those performed by any of the Code, or cause above designated officers and having direct responsibility for the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision administration of this Agreement, no Mortgaged Property held . Rule 144A Letter ---------------- As defined in Section 5.02(b). Scheduled Payment ----------------- The scheduled monthly payment on a Loan due on any Due Date allocable to principal and/or interest on such Loan. Second Lien Loan ---------------- Any Loan secured by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for mortgage that is second in lien priority. Securities Act -------------- The Securities Act of 1933, as amended. Sellers ------- Collectively, the production of income by or on behalf following corporations, their successors and assigns, each in its capacity as a Seller of the Trust Fund or sold Loans to the Depositor: Equity One-Delaware; Equity One-Minnesota; Equity One-New Hampshire; Equity One-Pennsylvania; and Popular Financial. Servicer -------- Equity One, Inc., a Delaware corporation, and its successors and assigns, in such a manner or pursuant its capacity as servicer hereunder. Servicer Advance Date --------------------- As to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Distribution Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first 18th day of the month in which such Remittance Distribution Date occurs, which amounts or if such day is not a Business Day, the next succeeding Business Day. Servicing Advances ------------------ All customary, reasonable and necessary "out of pocket" costs and expenses incurred in the performance by the Servicer of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) the foreclosure, trustee's sale, or other liquidation of any Mortgage or Mortgaged Property, (iii) any expenses reimbursable to the Servicer pursuant to Section 3.11 and any enforcement or judicial proceedings, including foreclosures, (iv) the management and liquidation of any REO Property, (v) compliance with the obligations described in Section 3.06 and (vi) any payments made by the Servicer pursuant to Section 3.09. Servicing Amount ---------------- The sum of (i) the Servicing Fee, (ii) unreimbursed Advances and (iii) unreimbursed Servicing Advances. Servicing Fee ------------- As to each Loan and any Distribution Date, an amount payable out of each full payment of interest received on such Loan and equal to one-twelfth of the Servicing Fee Rate multiplied by the Stated Principal Balance of such Loan as of the Due Date in the month of such Distribution Date (prior to giving effect to any Scheduled Payments due on such Loan on such Due Date), subject to reduction as provided in Section 3.14. Servicing Fee Rate ------------------ With respect to each Loan, 0.50% per annum. Servicing Officer ----------------- Any officer of the Servicer involved in, or responsible for, the administration and servicing of the Loans whose name and facsimile signature appear on a list of servicing officers furnished to the Trustee (with a copy to the Insurer) by the Servicer on the Closing Date pursuant to this Agreement, as such list may from time to time be amended. S&P --- Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. For purposes of Section 10.05(b) the adxxxxx xxx xotices to S&P shall be remitted Standard & Poor's Ratings Services, 55 Water Street, 41st Floor, New York, New York 10041, Attention: Xxxxxxxxxxx Xxxxxxxx Xxxxxxxxxxxx, xx xxxx xxxxx xddress as S&P may hereafter furnish to the Depositor and the Servicer. Spread Accounts --------------- The Class AF Spread Account and the Class AV-1 Spread Account. Spread Account Earnings ----------------------- With respect to any date, the actual investment earnings earned through such date on amounts on deposit in the Remittance Spread Accounts that have not previously been paid to the Depositor. Startup Day ----------- The Closing Date. Stated Principal Balance ------------------------ As to any Loan, the unpaid principal balance of such Loan as of its most recent Due Date next succeeding as specified in the amortization schedule at the time relating thereto (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period) after giving effect to any previous partial Principal Prepayments and Liquidation Proceeds allocable to principal (other than with respect to any Liquidated Loan) and to the payment of principal due on such Due Period Date and irrespective of any delinquency in payment by the related Mortgagor. Stepdown Date ------------- With respect to the Class AF Certificates, the later to occur of (a) the 31st Distribution Date and (b) the date upon which the Group Principal Balance of the Group I Loans has been reduced to 50% of the Cut-off Date Group I Principal Balance. With respect to the Class AV-1 Certificates, the later to occur of (a) the 31st Distribution Date and (b) the date upon which the Group Principal Balance of the Group II Loans has been reduced to 50% of the Cut-off Date Group II Principal Balance. Subservicer ----------- Any person to whom the Servicer has contracted for such amountsthe servicing of all or a portion of the Loans pursuant to Section 3.02."

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor Trustee to treat each Pooling Agreement REMIC as a real estate mortgage investment conduit under the Code and, if necessary, under applicable state law. The Trustee shall make such election on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) by an attachment making such election and stating that such election is being made as a protective matter, for the taxable year ending on the last day of the calendar year in default with respect which all or a portion of the Certificates are first sold by Washington Mutual to any party other than an affiliate. The Delivery Date is hereby designated as the related Mortgage Loan or such default is“startup day” (a “Startup Day”) of the Trust REMIC, the Class AR5 Delivery Date is hereby designated as the “startup day (a “Startup Day”) for REMIC I and REMIC II, the Class AR17 Delivery Date is hereby designated as the “startup day (a “Startup Day”) for REMIC A, REMIC B, REMIC C and REMIC D, and the Class S4 Delivery Date is hereby designated as the “startup day (a “Startup Day”) for REMIC E and REMIC F, in each case, within the judgment meaning of Section 860G(a)(9) of the Special Servicer, reasonably foreseeable, Code for purposes of the Special Servicer election made under clause (x) of the preceding sentence and the date of the first sale of Certificates by Washington Mutual to any party other than an affiliate is hereby designated as the “startup day” for purposes of the protective election to be made pursuant to clause (y) of the preceding sentence. The “regular interests” (within the meaning of Section 860G of the Code) in the Trust REMIC shall consist of the Class A Certificates and the “residual interest” in the Trust REMIC shall consist of the Class R Certificates. The Depositor and the Trustee shall not permit any modification the creation of any material term “interests” (within the meaning of Section 860G of the Code) in the Trust REMIC other than the Class A and Class R Certificates. The “regular interests” (within the meaning of Section 860G of the Code) in REMIC I shall consist of the Class AR5 Regular Interests and the Class Y Regular Interests and the “residual interest” in REMIC I shall consist of the Class R-I Component. The Depositor and the Trustee shall not permit the creation of any Mortgage Loan, including any modification that would change “interests” (within the Mortgage Interest Rate, defer or forgive meaning of Section 860G of the payment Code) in REMIC I other than the regular interests therein and Class R-I Component. The “regular interests” (within the meaning of principal or Section 860G of the Code) in REMIC II shall consist of the Class I-A and the Class B Certificates and the “residual interest, reduce or increase ” in REMIC II shall consist of the outstanding principal balance (except for actual payments of principal), change Class R-II Component. The Depositor and the final maturity date on such Mortgage Loan, or Trustee shall not permit any alteration, substitution or release the creation of any collateral for such Mortgage Loan“interests” (within the meaning of Section 860G of the Code) in REMIC II other than the Class I-A and Class B Certificates and the Class R-II Component. The “regular interests” (within the meaning of Section 860G of the Code) in REMIC A shall consist of the Class U Regular Interests, the Class V Regular Interests and the Class W Regular Interests and the “residual interest” in REMIC A shall consist of the Class 2-R-A Component. The Depositor and the Trustee shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in REMIC A other than the regular interests therein and Class 2-R-A Component. The “regular interests” (within the meaning of Section 860G of the Code) in REMIC B shall consist of the REMIC B Regular Interests and the “residual interest” in REMIC B shall consist of the Class 2-R-B Component. The Depositor and the Trustee shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in REMIC B other than the REMIC B Regular Interests and the Class 2-R-B Component. The “regular interests” (within the meaning of Section 860G of the Code) in REMIC C shall consist of the REMIC C Regular Interests and the “residual interest” in REMIC C shall consist of the Class 2-R-C Component. The Depositor and the Trustee shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in REMIC C other than the REMIC C Regular Interests and the Class 2-R-C Component. The “regular interests” (within the meaning of Section 860G of the Code) in REMIC D shall consist of the REMIC D Regular Interests and the “residual interest” in REMIC D shall consist of the Class 2-R-D Component. The Depositor and the Trustee shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in REMIC D other than the REMIC D Regular Interests and the Class 2-R-D Component. The “regular interests” (within the meaning of Section 860G of the Code) in REMIC E shall consist of the Class S4 Regular Interests and the “residual interest” in REMIC I shall consist of the Class AR-A Component. The Depositor and the Trustee shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in REMIC E other than the regular interests therein and Class AR-A Component. The “regular interests” (within the meaning of Section 860G of the Code) in REMIC F shall consist of the Class S4 A, the Class X Certificates, the Class P Certificates and the Class S4 B Certificates and the “residual interest” in REMIC F shall consist of the Class AR-B Component. The Depositor and the Trustee shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in REMIC F other than the Class S4 A, the Class X Certificates, the Class P Certificates and Class S4 B Certificates and the Class 2-R-B Component. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO PropertySeller, unless (i) on behalf of the Owner Holders of the Class R Certificates, shall act as agent for the Class R Certificateholders, (ii) on behalf of the Holders of the Class I-R Certificates, shall act as agent for the Class I-R Certificateholders, (iii) on behalf of the Holders of the Class 2-R Certificates, shall act as agent for the Class 2-R Certificateholders, and (iv) on behalf of the Holders of the Class AR Certificates, shall act as agent for the Class AR Certificateholders and shall act as the “tax matters person” (within the meaning of the REMIC Provisions) for the Pooling Agreement REMICs, as applicable, in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class R Certificate, Class I-R Certificate or Class 2-R Certificate, each Holder thereof shall have been supplied with an Opinion of Counsel agreed to such appointment and shall have consented to the effect that appointment of the holding Trustee as its agent to act on behalf of the Pooling Agreement REMICs, as applicable, pursuant to the specific duties outlined herein. (c) A Holder of any of the Class R Certificates, Class I-R Certificates, Class 2-R Certificates or Class AR Certificates by the Trust Fund purchase of such Mortgaged Property subsequent Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trustee, the amount of any minimum California state franchise taxes due with respect to the Pooling Agreement REMICs, as applicable, under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trustee shall be authorized to retain the amount of such tax from amounts otherwise distributable to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result Holder in the imposition event such Holder does not promptly pay such amount upon demand by the Trustee. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a “prohibited transaction” of taxes on "prohibited transactions" of the Trust Fund a REMIC as defined in section Section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer tax shall have applied for, not later than 61 days prior be charged against amounts otherwise available for distribution to the expiration applicable Holder of such threea Class R, I-year periodR, an extension of such threeClass 2-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence R or Class AR Certificate and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly then against amounts otherwise available for distribution to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent Holders of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment Regular Certificates in accordance with Section 7.03the provisions set forth in Sections 4.02 and 4.03, and minus (d) respectively. The Trustee shall promptly deposit in the Certificate Account any amounts attributable to Monthly Payments collected but due on amount of “prohibited transaction” tax that results from a due date or dates subsequent to the first day breach of the month Trustee’s duties under this Agreement. The Servicer shall promptly deposit in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding Certificate Account any amount of “prohibited transaction” tax that results from a breach of the Due Period for such amountsServicer’s duties under this Agreement."

Remic Provisions. (aProvisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations promulgated thereunder, as the foregoing may be in effect from time to time, as well as provisions of applicable state laws. Remittance Amount ----------------- As to any Distribution Date and either the Class AF Certificates and the Class A-IO Certificates or the Class AV-1 Certificates, the sum of the Interest Distribution Amount for such Class(es) Unless and the Mortgagor Certificate Formula Principal Amount for such Class(es) for such Distribution Date. REO Property ------------ A Mortgaged Property acquired by the Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Loan. Reserve Fund ------------ The account established and maintained by the Trustee pursuant to Section 3A.02. Request for Release ------------------- The Request for Release submitted by the Servicer to the Trustee, substantially in the form of Exhibit J. Required Insurance Policy ------------------------- With respect to any Loan, any insurance policy that is in default required to be maintained from time to time under this Agreement. Responsible Officer ------------------- When used with respect to the related Mortgage Loan or such default isTrustee, in any officer assigned to the judgment Corporate Trust Division of the Special Servicer, reasonably foreseeable, the Special Servicer shall not permit Trustee (or any modification of any material term of any Mortgage Loansuccessor thereto), including any modification that would change Vice President, any Assistant Vice President, the Mortgage Interest RateSecretary, defer any Assistant Secretary, any Trust Officer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" other officer of the Trust Fund as defined in section 860F Trustee customarily performing functions similar to those performed by any of the Code, or cause above designated officers and having direct responsibility for the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision administration of this Agreement, no Mortgaged Property held . Rule 144A Letter ---------------- As defined in Section 5.02(b). Scheduled Payment ----------------- The scheduled monthly payment on a Loan due on any Due Date allocable to principal and/or interest on such Loan. Second Lien Loan ---------------- Any Loan secured by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for mortgage that is second in lien priority. Securities Act -------------- The Securities Act of 1933, as amended. Sellers ------- Collectively, the production of income by or on behalf following entities, their successors and assigns, each in its capacity as a Seller of the Trust Fund or sold Loans to the Depositor: Equity One-Delaware; Equity One-Minnesota; Equity One-New Hampshire; Equity One-Pennsylvania; and Popular Financial. Servicer -------- Equity One, Inc., a Delaware corporation, and its successors and assigns, in such a manner or pursuant its capacity as servicer hereunder. Servicer Advance Date --------------------- As to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Distribution Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first 18th day of the month in which such Remittance Distribution Date occurs, which amounts or if such day is not a Business Day, the next succeeding Business Day. Servicing Advances ------------------ All customary, reasonable and necessary "out of pocket" costs and expenses incurred in the performance by the Servicer of its servicing obligations, including, but not limited to, the cost of (a) the preservation, restoration and protection of a Mortgaged Property, (b) the foreclosure, trustee's sale, or other liquidation of any Mortgage or Mortgaged Property, (c) any expenses reimbursable to the Servicer pursuant to Section 3.11 and any enforcement or judicial proceedings, including foreclosures, (d) the management and liquidation of any REO Property, (e) compliance with the obligations described in Section 3.06 and (f) any payments made by the Servicer pursuant to Section 3.09. Servicing Amount ---------------- The sum of (a) the Servicing Fee, (b) unreimbursed Advances and (c) unreimbursed Servicing Advances. Servicing Fee ------------- As to each Loan and any Distribution Date, an amount payable out of each full payment of interest received on such Loan and equal to one-twelfth of the Servicing Fee Rate multiplied by the Stated Principal Balance of such Loan as of the Due Date in the month of such Distribution Date (prior to giving effect to any Scheduled Payments due on such Loan on such Due Date), subject to reduction as provided in Section 3.13. Servicing Fee Rate ------------------ With respect to each Loan, 0.50% per annum. Servicing Officer ----------------- Any officer of the Servicer involved in, or responsible for, the administration and servicing of the Loans whose name and facsimile signature appear on a list of servicing officers furnished to the Trustee (with a copy to the Insurer) by the Servicer on the Closing Date pursuant to this Agreement, as such list may from time to time be amended. S&P --- Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. For purposes of Section 10.05(b) the adxxxxx xxx xotices to S&P shall be remitted Standard & Poor's Ratings Services, 55 Water Street, 41st Floor, New York, New York 10041, Attention: Xxxxxxxxxxx Xxxxxxxx Xxxxxxxxxxxx, xx xxxx xxxxx xddress as S&P may hereafter furnish to the Depositor and the Servicer. Startup Day ----------- The Closing Date. Stated Principal Balance ------------------------ As to any Loan, the unpaid principal balance of such Loan as of its most recent Due Date as specified in the amortization schedule at the time relating thereto (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period) after giving effect to any previous partial Principal Prepayments and Liquidation Proceeds allocable to principal (other than with respect to any Liquidated Loan) and to the payment of principal due on such Due Date and irrespective of any delinquency in payment by the Remittance related Mortgagor. Stepdown Date next succeeding ------------- With respect to the Due Period Class AF Certificates, the later to occur of (a) the 31st Distribution Date and (b) the date upon which the Group Principal Balance of the Group I Loans has been reduced to 50% of the Cut-off Date Group I Principal Balance. With respect to the Class AV-1 Certificates, the later to occur of (a) the 31st Distribution Date and (b) the date upon which the Group Principal Balance of the Group II Loans has been reduced to 50% of the Cut-off Date Group II Principal Balance. Subservicer ----------- Any person to whom the Servicer has contracted for such amountsthe servicing of all or a portion of the Loans pursuant to Section 3.02."

Remic Provisions. (a) Unless the Mortgagor is in default with respect to the related Mortgage Loan or such default is, in the judgment of the Special Servicer, reasonably foreseeable, the Special Servicer shall not permit any modification of any material term of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-three- year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 1918. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Collection Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor is in default with respect Trust Administrator to treat the related Mortgage Loan or such default isTrust Fund (exclusive of any entitlement to Assigned Prepayment Premiums, the Group 6 Interest Rate Cap Agreement, the assets held in the judgment Group 6 Interest Rate Cap Account, and rights to payments from the Supplemental Interest Account) as the number of separate REMICs specified in the Preliminary Statement (each, a "REMIC") under the Code and, if necessary, under applicable state law and apply such Preliminary Statement in determining the rights of the Special Servicer, reasonably foreseeable, Interests in REMICs thereby created. Each such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the Special Servicer taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is hereby designated as the "startup day" of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in each REMIC shall not consist of the regular interests with the terms set forth for each REMIC in the Preliminary Statement and the Class AR and Class AR-L Certificates shall represent the beneficial ownership of the "residual interest" in each REMIC created hereunder. Neither the Depositor nor the Trust Administrator nor the Trustee shall permit any modification the creation of any material term "interests" (within the meaning of Section 860G of the Code) in any Mortgage Loan, including any modification that would change REMIC other than as set forth in the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanPreliminary Statement. (b) The Special Trust Administrator shall act as the "tax matters person" (within the meaning of the REMIC Provisions) for each REMIC created hereunder, in the manner provided under Treasury regulations section 1.860F 4(d) and temporary Treasury regulations section 301.6231(a)(7)1T. In the event that for any reason, the Trust Administrator is not recognized as the tax matters person then the Trust Administrator shall act as agent for the Class AR and the Class AR-L Certificateholder as tax matters person. By its acceptance of a Residual Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trust Administrator as its agent to act on behalf of each REMIC created hereunder pursuant to the specific duties outlined herein. (c) A Holder of a Residual Certificate, by the purchase of such Certificate, shall be deemed to have agreed to timely pay, upon demand by the Trust Administrator, the amount of any minimum California state franchise taxes due with respect to the related REMIC created hereunder under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trust Administrator shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trust Administrator. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Residual Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Section 4.01. The Trust Administrator or the Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trust Administrator's or the Trustee's duties, respectively, under this Agreement. The Master Servicer or the related Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Master Servicer's or such Servicer's duties, respectively, under this Agreement. (d) The Trust Administrator shall act as soon attorney in fact and as possible the tax matters person of each REMIC created hereunder and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trust Administrator shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for each REMIC created hereunder when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the Code and shall provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC created hereunder, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trust Administrator. The Depositor, the Master Servicer and the related Servicer shall provide on a prompt and timely basis to the Trust Administrator or its designee such information with respect to each REMIC created hereunder as is in their possession and reasonably required or requested by the Trust Administrator to enable it to perform its obligations under this subsection. In its capacity as attorney in fact and as the tax matters person, the Trust Administrator shall also: (A) act on behalf of each REMIC created hereunder in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on each REMIC created hereunder when and as the same shall be due and payable (but such obligation shall not prevent the Trust Administrator or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trust Administrator from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trust Administrator shall provide (i) to any transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a permitted transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC created hereunder. (f) The Trustee, to the extent directed by the Trust Administrator, the Depositor and the Holder of the Residual Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, to the extent directed or (in the case of a failure to act) not directed by the Trust Administrator, nor the Holder of the Residual Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of each REMIC created hereunder as a REMIC or (ii) result in the imposition of a tax upon a REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have been supplied with received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee and the Trust Administrator shall not take or fail to take any action (whether or not authorized hereunder) as to which the Master Servicer, a Servicer or the Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to a REMIC or their assets, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the holding by terms of this Agreement, the Trustee and the Trust Administrator will consult with the Master Servicer, the Servicers and the Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder and the Trustee and the Trust Administrator shall not take any such action or cause that REMIC to take any such action as to which the Master Servicer, any Servicer or the Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Residual Certificates will consult with the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trust Administrator has advised it in writing that an Adverse REMIC Event could occur. The Trustee and the Trust Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Trust Administrator will, to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of each REMIC created hereunder as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund any REMIC created hereunder, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to of such Mortgaged Property within the meaning of section REMIC, as defined in Section 860G(c) of the Code, or (iii) cause on any contributions to a REMIC after the sale of such Mortgaged Property Startup Day therefor pursuant to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BSection 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the related Servicer, if such Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund with respect against such tax or if such tax arises out of or results from a breach of such Servicer's duties under (x) Section 2.07(j) of this Agreement to the imposition of not enter into any arrangement by which a REMIC would receive a fee or other compensation for services or to permit such taxes.REMIC to receive any income from assets other than " 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: qualified mortgages" or "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts.permitted investments,"

Remic Provisions. (a) Unless The REMIC Administrator shall make an election to treat the Mortgagor is Loans in default with respect to Loan Group 2 and the related Mortgage proceeds of the Loans in Loan or such default isGroup 2 and the proceeds on deposit in the Payment Account as two REMICs under the Code and, if necessary, under applicable state law, in the judgment accordance with Section 2.06 of the Special ServicerTrust Agreement, reasonably foreseeabledesignated as REMIC I and REMIC II. Such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Securities are issued. For the purposes of the REMIC elections in respect of that portion of the Trust Estate, the Special Servicer REMIC I Regular Interests will be designated as the “regular interests” and Component I of the Class 2A-R Certificates will be the sole class of “residual interests” in REMIC I. For the purposes of the REMIC elections in respect of that portion of the Trust Estate, the REMIC II Regular Interests will be designated as the “regular interests” and Component II of the Class 2A-R Certificates will be the sole class of “residual interests” in REMIC II. The REMIC Administrator and the Trustee shall not permit any modification the creation of any material term “interests” (within the meaning of any Mortgage Loan, including any modification that would change Section 860G of the Mortgage Interest Rate, defer or forgive Code) in each REMIC elected in respect of the payment of principal or interest, reduce or increase Trust Fund other than the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan“regular interests” and “residual interests” so designated. (b) The Special Servicer Closing Date is hereby designated as the “Startup Day” of each of REMIC I and REMIC II, as designated in clause (a) above, within the meaning of Section 860G(a)(9) of the Code. (c) The Indenture Trustee shall dispose act on behalf of any REO Property as soon as possible the “tax matters person” (within the meaning of the REMIC Provisions) for each REMIC created hereunder, in the manner provided under Treasury regulations section 1.860F 4(d) and temporary Treasury regulations section 301.6231(a)(7)1T. (d) The REMIC Administrator shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the taxable year for each REMIC created hereunder when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the Code and shall provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC created hereunder, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Noteholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions and, otherwise, shall, shall deliver such tax returns in a timely manner to the Owner Trustee, if the Owner Trustee is required to sign such returns in accordance with Section 5.03 of the Trust Agreement, and shall sign (if the Owner Trustee is not so required) and file such tax returns in a timely manner. The expenses of preparing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Owner Trustee with respect to any tax or liability arising from the Owner Trustee’s signing of Tax Returns that contain errors or omissions. The Servicer shall promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC Administrator to prepare Tax Returns. (e) The REMIC Administrator shall provide (i) to any Transferor of a Class 2A-R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class 2A-R Certificate to any Person who is not a Permitted Transferee, (ii) to the Indenture Trustee, and the Indenture Trustee shall forward to the Noteholders and the Certificateholders, such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC. (f) The Servicer and the REMIC Administrator shall take such actions and shall cause each REMIC created hereunder to take such actions as are reasonably within the Servicer’s or the REMIC Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary or desirable to maintain the status of each REMIC as a REMIC under the REMIC Provisions (and the Indenture Trustee shall assist the Servicer and the REMIC Administrator, to the extent reasonably requested by the Servicer and the REMIC Administrator to do so). The Servicer and the REMIC Administrator shall not knowingly or intentionally take any action, cause the Trust Estate to take any action or fail to take (or fail to cause to be taken) any action reasonably within their respective control that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any portion of any of the REMICs as a REMIC or (ii) result in the imposition of a tax upon any of the REMICs (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, in the absence of an Opinion of Counsel or the indemnification referred to in this sentence, an “Adverse REMIC Event”) unless the Servicer or the REMIC Administrator, as applicable, has received an Opinion of Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Servicer or the REMIC Administrator, as applicable, determines that taking such action is in the best interest of the Trust Estate and the Noteholders and the Certificateholders, at the expense of the Trust Estate, but in no event at the expense of the Servicer, the REMIC Administrator, the Owner Trustee or the Indenture Trustee) to the effect that the contemplated action will not, with respect to each REMIC created hereunder, endanger such status or, unless the Servicer, the REMIC Administrator or both, as applicable, determine in its or their sole discretion to indemnify the Trust Estate against the imposition of such a tax, result in the imposition of such a tax. Wherever in this Agreement a contemplated action may not be taken because the timing of such action might result in the imposition of a tax on the Trust Estate, or may only be taken pursuant to an Opinion of Counsel that such action would not impose a tax on the Trust Estate, such action may nonetheless be taken provided that the indemnity given in the preceding sentence with respect to any taxes that might be imposed on the Trust Estate has been given and that all other preconditions to the taking of such action have been supplied with satisfied. The Indenture Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Servicer or the REMIC Administrator, as applicable, has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to any of the holding REMICs created hereunder or any related assets thereof, or causing any of the REMICs to take any action, which is not expressly permitted under the terms of this Agreement, the Indenture Trustee will consult with the Servicer or the REMIC Administrator, as applicable, or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any of the REMICs, and the Indenture Trustee shall not take any such action or cause either REMIC to take any such action as to which the Servicer or the REMIC Administrator, as applicable, has advised it in writing that an Adverse REMIC Event could occur. The Servicer or the REMIC Administrator, as applicable, may consult with counsel to make such written advice, and the cost of same shall be borne by the Trust Fund party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which Servicer or the Mortgaged Property REMIC Administrator. At all times as may be held) required by the Code, the Servicer and the Indenture Trustee will not result in to the imposition extent within its control and the scope of taxes on "prohibited transactions" its duties more specifically set forth herein, maintain substantially all of the Trust Fund assets of each REMIC created hereunder as “qualified mortgages” as defined in section 860F Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code. (g) In the event that any tax is imposed on “prohibited transactions” of any of the REMICs created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of any of the REMICs as defined in Section 860G(c) of the Code, on any contributions to any of the REMICs after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement or the Servicer has in its sole discretion determined to indemnify the Trust Estate against such tax, (ii) to the Indenture Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, or (iii) otherwise against amounts on deposit in the Custodial Account and on the Payment Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the accrued interest due on each Class entitled thereto on a pro rata basis. (h) The Indenture Trustee and the Servicer shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (i) Following the Startup Day, neither the Servicer nor the Indenture Trustee shall accept any contributions of assets to any of the REMICs created hereunder unless (subject to Section 11.01(f)) the Servicer and the Indenture Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in such REMIC will not cause either of the related REMIC REMICs to fail to qualify as a REMICREMIC at any time that any Group 2 Notes or Class 2A-R Certificates are outstanding or subject either of the REMICs to any tax under the REMIC Provisions or other applicable provisions of federal, in which case state and local law or ordinances. (j) Neither the Trust Fund may continue to hold such Mortgaged Property Servicer nor the Trustee shall (subject to Section 11.01(f)) enter into any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated arrangement by section 856(e)(3) which either of the Code, in which case the three-year period shall be extended by the applicable period. If REMICs created hereunder will receive a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent fee or other compensation for services nor permit either of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant REMICs to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of receive any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."assets

Remic Provisions. (a) Unless a. The Servicer and the Mortgagor is in default with respect to the related Mortgage Loan or such default isClass C Certificateholder, by acceptance thereof, each agrees that, in accordance with the judgment requirements of Section 860D(b)(1) of the Special Servicer, reasonably foreseeableCode, the Special federal tax return of the Trust for its first taxable year shall provide an election for the Trust, excluding the Reserve Account and the Originator Payment Obligation, to be treated as a REMIC under the Code for such taxable year and all subsequent taxable years, and the Trustee shall sign such return. In furtherance of the foregoing, the Trustee (at the direction of the Depositor or the Servicer), the Depositor and the Servicer shall not permit any modification of any material term of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loantake, or permit refrain from taking, all such action as is necessary to maintain the status of the Trust as a REMIC under the REMIC Provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any alterationinadvertent termination of REMIC status. For purposes of the REMIC election, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner Certificates shall have been supplied with an Opinion be designated as the "regular interests" in the REMIC and (ii) the Class C Certificate shall be designated as the sole class of Counsel "residual interests" in the REMIC. The Trustee shall not permit the creation of any "interests" in the REMIC (within the meaning of Section 860G of the Code) other than the interests represented by the Certificates and the Class C Certificate. b. The Certificates are being issued in one class. The following terms of the Certificates are irrevocably established as of the Closing Date: Original Principal Class Pass-Through Rate Per Annum Balance ------------ ---------------------------------------- ----------- Class B-2 The Pass-Through Rate on the Class B-2 $7,718,000 Underlying Certificate, which equals the least of the Group I Adjusted Weighted Average Loan Rate, the Group II Weighted Average Loan Rate, and 9.851%. The Class C Certificate is being issued in a single Class and is hereby designated by the Depositor as constituting the sole class of "residual interests" in the REMIC for purposes of Section 860G(a)(2) of the Code. c. The Closing Date, which is the day on which the Trust will issue all of its regular and residual interests, is hereby designated as the "startup day" of the REMIC within the meaning of Section 860G(a)(9) of the Code. d. After the Closing Date, neither the Trustee, the Originator, the Depositor nor any Servicer shall (i) accept any contribution of assets to the effect Trust, (ii) dispose of any portion of the Trust, (iii) engage in any transaction that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not would result in the imposition of taxes any tax on "prohibited transactions," of the Trust Fund as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8Section 860F(a)(1) of the Code, (iiiv) accept any contribution after the Closing Date that is subject to the tax imposed by Section 860G(d) of the Code or (v) engage in any activity or enter into any agreement that would result in the receipt by the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(cas defined in Section 860G(c)(2) of the Code, unless, prior to any such action set forth in clauses (i), (ii), (iii), (iv) or (iiiv), the Trustee shall have received an unqualified Opinion of Counsel, which opinion shall not be an expense of the Trust, stating that such action will not, directly or indirectly, (A) cause adversely affect the sale status of such Mortgaged Property the REMIC as a REMIC or the status of the Certificates and Class C Certificate as "regular interests" and the sole class of "residual interests," respectively, in the REMIC, in each case for federal income tax purposes, (B) affect the distributions payable hereunder to the Certificateholders or (C) result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxeslien, charge or encumbrance upon the Trust." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."

Remic Provisions. (a) Unless a. The Company, as Servicer, and the Mortgagor is in default with respect to the related Mortgage Loan or such default isClass C Certificateholders, by acceptance thereof, each agrees that, in accordance with the judgment requirements of the Special Servicer, reasonably foreseeable, the Special Servicer shall not permit any modification of any material term of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860D(b)(1) of the Code, in which case the three-federal tax return of the Trust for its first taxable year period shall provide that the segregated pools of assets comprising the Master REMIC and the Subsidiary REMIC, respectively, each elect to be extended by the applicable period. If treated as a period longer than three years is permitted REMIC under the foregoing sentence Code for such taxable year and all subsequent taxable years, and the Trustee shall sign such return. In furtherance of the foregoing, the Trustee (at the direction of the Company or the Servicer), the Company and the Servicer shall take, or refrain from taking, all such action as is necessary to sell maintain the status of each of the Master REMIC and Subsidiary REMIC as a REMIC under the REMIC Provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any REO Propertyinadvertent termination of REMIC status. For purposes of the REMIC election in respect of the Subsidiary REMIC, (i) the Special Servicer Subsidiary REMIC Regular Interests shall report monthly to be designated as the Owner as to "regular interests" in the progress being made in selling such REO Property Subsidiary REMIC and (ii) if, with the written consent Class C Subsidiary Certificate shall be designated as the sole class of "residual interests" in the Subsidiary REMIC. For purposes of the Owner, a purchase money mortgage is taken REMIC election in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would Master REMIC, (i) cause such Mortgaged Property to fail to qualify at the Certificates shall be designated as the "regular interests" in the Master REMIC and (ii) the Class C Master Certificate shall be designated as the sole Class of "residual interests" in the Master REMIC. The Trustee shall not permit the creation of any time as "foreclosure propertyinterests" in the Master REMIC or Subsidiary REMIC (within the meaning of section 860G(a)(8) Section 860G of the Code, ) other than the Subsidiary REMIC Regular Interests and the interests represented by the Certificates and the Class C Certificates. b. The Certificates are being issued in nineteen classes. The following terms of the Certificates are irrevocably established as of the Closing Date: ORIGINAL CLASS PRINCIPAL BALANCE PASS-THROUGH RATE (iiOR NOTIONAL CLASS PER ANNUM PRINCIPAL AMOUNT) subject the Trust Fund ----- ----------------- ----------------- Class HE: A-1A NAS 5.9600% $ 30,000,000 Class HE: A-1B ARM a floating rate per annum $245,000,000 equal to the imposition lesser of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within (a) LIBOR plus the meaning of section 860G(c) of the CodePass-Through Margin, or (iiib) cause the sale of such Mortgaged Property to result Available Funds Pass-Through Rate, but in no case more than 14.0% Class HE: A-1 (Underlying) 6.2375% until the receipt by Payment Date $330,000,000 on which the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) Pool Scheduled Principal Balance is less than 10% of the Code, unless the Special Servicer has agreed to indemnify Original Certificate Principal Balance; 6.490975% from and hold harmless the Trust Fund with respect to the imposition of any after such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the followingPayment Date Class HE: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."A-2 5.8290% $135,150,000 Class HE: A-3 6.0100% $ 48,330,000

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor Trustee to treat the Trust REMIC as a remic under the Code and, if necessary, under applicable state law. Such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold by Chevy Chase to a third party. The Delivery Date is in default with respect to hereby designated as the related Mortgage Loan or such default is, "startup day" of the Trust REMIC within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in the judgment Trust REMIC shall consist of the Special ServicerClass A-I, reasonably foreseeable, Class A-II and Class S Certificates and the Special Servicer "residual interest" in the Trust REMIC shall consist of the Class R Certificates. The Depositor and the Trustee shall not permit any modification the creation of any material term "interests" (within the meaning of any Mortgage LoanSection 860G of the Code) in the Trust REMIC other than the Class A-I Certificates, including any modification that would change the Mortgage Interest RateClass A-II Certificates, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanClass S Certificates and Class R Certificates. (b) Chevy Chase Bank, F.S.B. on behalf of the Holders of the Class R Certificates, shall act as agent for the Class R Certificateholder as the "tax matters person" (within the meaning of the REMIC Provisions) for the Trust REMIC in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class R Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trustee as its agent to act on behalf of the Trust REMIC pursuant to the specific duties outlined herein. (c) A Holder of the Class R Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trustee, the amount of any minimum California state franchise taxes due with respect to the Trust REMIC under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trustee shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trustee. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a remic as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Class R Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Sections 4.02 and 4.03, respectively. The Special Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trustee's duties under this Agreement. The Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Servicer's duties under this Agreement. (d) The Trustee shall act as soon attorney-in-fact and as possible agent on behalf of the tax matters person of the Trust REMIC and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trustee shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for the Trust REMIC when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of the Trust REMIC in compliance with the Code and shall have been supplied provide copies of such returns as required by the Code; (ii) make an election, on behalf of the Trust REMIC, to be treated as a remic on the federal tax return of the Trust REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions and the Code. The expenses of preparing and filing such returns shall be borne by the Trustee. The Depositor and Servicer shall provide on a prompt and timely basis to the Trustee or its designee such information with respect to the Trust REMIC as is in their possession and reasonably required or requested by the Trustee to enable it to perform its obligations under this subsection. In its capacity as attorney-in-fact and as agent on behalf of the tax matters person, Chevy Chase shall also: (A) act on behalf of the Trust REMIC in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on the Trust REMIC when and as the same shall be due and payable (but such obligation shall not prevent the Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trustee shall provide (i) to any transferor of a Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a permitted transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of the Trust REMIC. (f) The Trustee, the Depositor and the Holder of the Class R Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of the Trust REMIC as a remic under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee nor the Holder of the Class R Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the Trust REMIC as a remic or (ii) result in the imposition of a tax upon the Trust REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Servicer or Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to the holding by Trust REMIC or its assets, or causing the Trust REMIC to take any action, which is not expressly permitted under the terms of this Agreement, the Trustee will consult with the Servicer and Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the Trust REMIC, and the Trustee shall not take any such action or cause the Trust REMIC to take any such action as to which the Servicer or Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to the Trust REMIC or the assets therein, or causing the Trust REMIC to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Class R Certificates will consult with the Trustee or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the Trust REMIC, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trustee has advised it in writing that an Adverse REMIC Event could occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Servicer will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of the Trust REMIC as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund REMIC, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within of the meaning of section Trust REMIC, as defined in Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property on any contributions to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BREMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement or if the Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund with respect against such tax, (ii) to the imposition Trustee, if such tax arises out of or results from a breach by the Trustee of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer its obligations under this Article II, or (aiii) all otherwise against amounts deposited on deposit in the Custodial Account as provided by Section 3.09 and on the Distribution Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the close Interest Distribution Amount on each Class entitled thereto in the same manner as if such taxes constituted a Prepayment Interest Shortfall. (h) The Trustee and the Servicer shall, for federal income tax purposes, maintain books and records with respect to the Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (i) Following the Startup Day, neither the Servicer nor the Trustee shall accept any contributions of business on assets to the last day Trust REMIC unless the Servicer and the Trustee shall have received an Opinion of Counsel (at the expense of the related Due Period party seeking to make such contribution) to the effect that the inclusion of such assets in the Trust REMIC will not cause the Trust REMIC to fail to qualify as a remic at any time that any Certificates are outstanding, or subject the Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (net of charges against or withdrawals from j) Neither the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, Servicer nor the Trustee shall enter into any arrangement by which the Servicer is obligated Trust REMIC will receive a fee or other compensation for services nor permit the Trust REMIC to advance pursuant to receive any income from assets other than "qualified mortgages" as defined in Section 7.03, minus 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. (ck) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received Within 30 days after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Closing Date, together the Trustee shall prepare and file with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to Issuers of Collateralized Debt Obligations" for the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amountsTrust REMIC."

Remic Provisions. (a) Unless a. The Company, as Servicer, and the Mortgagor is in default with respect to the related Mortgage Loan or such default isClass C Certificateholders, by acceptance thereof, each agrees that, in accordance with the judgment requirements of the Special Servicer, reasonably foreseeable, the Special Servicer shall not permit any modification of any material term of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860D(b)(1) of the Code, in which case the three-federal tax return of the Trust for its first taxable year period shall provide that the segregated pools of assets comprising the Master REMIC and the Subsidiary REMIC, respectively, each elect to be extended by the applicable period. If treated as a period longer than three years is permitted REMIC under the foregoing sentence Code for such taxable year and all subsequent taxable years, and the Trustee shall sign such return. In furtherance of the foregoing, the Trustee (at the direction of the Company or the Servicer), the Company and the Servicer shall take, or refrain from taking, all such action as is necessary to sell maintain the status of each of the Master REMIC and Subsidiary REMIC as a REMIC under the REMIC Provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any REO Propertyinadvertent termination of REMIC status. For purposes of the REMIC election in respect of the Subsidiary REMIC, (i) the Special Servicer Subsidiary REMIC Regular Interests shall report monthly to be designated as the Owner as to "regular interests" in the progress being made in selling such REO Property Subsidiary REMIC and (ii) if, with the written consent Class C Subsidiary Certificate shall be designated as the sole class of "residual interests" in the Subsidiary REMIC. For purposes of the Owner, a purchase money mortgage is taken REMIC election in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would Master REMIC, (i) cause such Mortgaged Property to fail to qualify at the Certificates shall be designated as the "regular interests" in the Master REMIC and (ii) the Class C Master Certificate shall be designated as the sole Class of "residual interests" in the Master REMIC. The Trustee shall not permit the creation of any time as "foreclosure propertyinterests" in the Master REMIC or Subsidiary REMIC (within the meaning of section 860G(a)(8) Section 860G of the Code, ) other than the Subsidiary REMIC Regular Interests and the interests represented by the Certificates and the Class C Certificates. b. The Certificates are being issued in twenty classes. The following terms of the Certificates are irrevocably established as of the Closing Date: ORIGINAL CLASS PASS-THROUGH RATE PRINCIPAL BALANCE CLASS PER ANNUM (iiOR NOTIONAL AMOUNT) subject the Trust Fund ------------------ ---------------------------- -------------------- Class HE: A-1A ARM 6.17% $ 15,000,000 Class HE: A-1B ARM a floating rate per annum $115,000,000 equal to the imposition lesser of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within (a) LIBOR plus the meaning of section 860G(c) of the CodePass-Through Margin, or (iiib) cause the sale of such Mortgaged Property to result Available Funds Pass-Through Rate, but in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect no case more than 14.0% Class HE: A-1 6.06% $ 95,000,000 Class HE: A-2 6.16% $ 21,000,000 Class HE: A-3 6.28% $ 55,000,000 Class HE: A-4 6.57% $ 18,000,000 Class HE: A-5 6.24% $ 16,000,000 Class HE: A-6 IO 8.00% Original Notional Amount: $20,000,000 Class HE: M-1 7.08% $ 24,000,000 Class HE: M-2 A floating rate equal to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the followingWeighted Average Home Equity Contract Rate, but in no event greater than 7.33% $ 14,000,000 Class HE: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds B-1 7.81% $ 16,000,000 Class HE: B-2 A floating rate equal to the Master Servicer (a) all amounts deposited Weighted Average Home Equity Contract Rate, but in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."no event greater than 8.49% $ 11,000,000 Class HI: A-1 6.06% $ 41,250,000 Class HI: A-2 6.13% $ 28,000,000

Remic Provisions. (a) Unless The Seller hereby elects and authorizes the Mortgagor Trustee to treat the Trust REMIC as a REMIC under the Code and, if necessary, under applicable state law. Such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold by Chevy Chase to a third party. The Delivery Date is in default with respect to hereby designated as the related Mortgage Loan or such default is, "startup day" of the Trust REMIC within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in the judgment Trust REMIC shall consist of the Special ServicerClass A-I, reasonably foreseeable, Class A-II and Class S Certificates and the Special Servicer "residual interest" in the Trust REMIC shall consist of the Class R Certificates. The Seller and the Trustee shall not permit any modification the creation of any material term "interests" (within the meaning of any Mortgage LoanSection 860G of the Code) in the Trust REMIC other than the Class A-I Certificates, including any modification that would change the Mortgage Interest RateClass A-II Certificates, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanClass S Certificates and Class R Certificates. (b) Chevy Chase Bank, F.S.B. on behalf of the Holders of the Class R Certificates, shall act as agent for the Class R Certificateholder as the "tax matters person" (within the meaning of the REMIC Provisions) for the Trust REMIC in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class R Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trustee as its agent to act on behalf of the Trust REMIC pursuant to the specific duties outlined herein. (c) A Holder of the Class R Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trustee, the amount of any minimum California state franchise taxes due with respect to the Trust REMIC under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trustee shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trustee. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Class R Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Sections 4.02 and 4.03, respectively. The Special Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trustee's duties under this Agreement. The Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Servicer's duties under this Agreement. (d) The Trustee shall act as soon attorney-in-fact and as possible agent on behalf of the tax matters person of the Trust REMIC and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trustee shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for the Trust REMIC when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of the Trust REMIC in compliance with the Code and shall have been supplied provide copies of such returns as required by the Code; (ii) make an election, on behalf of the Trust REMIC, to be treated as a REMIC on the federal tax return of the Trust REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions and the Code. The expenses of preparing and filing such returns shall be borne by the Trustee. The Seller and Servicer shall provide on a prompt and timely basis to the Trustee or its designee such information with respect to the Trust REMIC as is in their possession and reasonably required or requested by the Trustee to enable it to perform its obligations under this subsection. In its capacity as attorney-in-fact and as agent on behalf of the tax matters person, Chevy Chase shall also: (A) act on behalf of the Trust REMIC in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on the Trust REMIC when and as the same shall be due and payable (but such obligation shall not prevent the Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trustee shall provide (i) to any transferor of a Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a permitted transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of the Trust REMIC. (f) The Trustee, the Seller and the Holder of the Class R Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of the Trust REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee nor the Holder of the Class R Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon the Trust REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Servicer or Seller has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to the holding by Trust REMIC or its assets, or causing the Trust REMIC to take any action, which is not expressly permitted under the terms of this Agreement, the Trustee will consult with the Servicer and Seller or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the Trust REMIC, and the Trustee shall not take any such action or cause the Trust REMIC to take any such action as to which the Servicer or Seller has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to the Trust REMIC or the assets therein, or causing the Trust REMIC to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Class R Certificates will consult with the Trustee or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the Trust REMIC, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trustee has advised it in writing that an Adverse REMIC Event could occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Servicer will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of the Trust REMIC as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund REMIC, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within of the meaning of section Trust REMIC, as defined in Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property on any contributions to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BREMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement or if the Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund with respect against such tax, (ii) to the imposition Trustee, if such tax arises out of or results from a breach by the Trustee of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer its obligations under this Article II, or (aiii) all otherwise against amounts deposited on deposit in the Custodial Account as provided by Section 3.09 and on the Distribution Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the close Interest Distribution Amount on each Class entitled thereto in the same manner as if such taxes constituted a Prepayment Interest Shortfall. (h) The Trustee and the Servicer shall, for federal income tax purposes, maintain books and records with respect to the Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (i) Following the Startup Day, neither the Servicer nor the Trustee shall accept any contributions of business on assets to the last day Trust REMIC unless the Servicer and the Trustee shall have received an Opinion of Counsel (at the expense of the related Due Period party seeking to make such contribution) to the effect that the inclusion of such assets in the Trust REMIC will not cause the Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding, or subject the Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (net of charges against or withdrawals from j) Neither the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, Servicer nor the Trustee shall enter into any arrangement by which the Servicer is obligated Trust REMIC will receive a fee or other compensation for services nor permit the Trust REMIC to advance pursuant to receive any income from assets other than "qualified mortgages" as defined in Section 7.03, minus 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. (ck) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received Within 30 days after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Closing Date, together the Trustee shall prepare and file with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to Issuers of Collateralized Debt Obligations" for the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amountsTrust REMIC."

Remic Provisions. (a) Unless a. The Originator, as Servicer, and the Mortgagor is in default with respect to the related Mortgage Loan or such default isClass C Certificateholder, by acceptance thereof, each agrees that, in accordance with the judgment requirements of the Special Servicer, reasonably foreseeable, the Special Servicer shall not permit any modification of any material term of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860D(b)(1) of the Code, in which case the three-federal tax return of the Trust for its first taxable year period shall provide an election for the Trust, excluding the Pre- Funding Account and Capitalized Interest Account, to be extended by the applicable period. If treated as a period longer than three years is permitted REMIC under the foregoing sentence Code for such taxable year and all subsequent taxable years, and the Trustee shall sign such return. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the Servicer), the Originator, the Seller and the Servicer shall take, or refrain from taking, all such action as is necessary to sell maintain the status of the Trust as a REMIC under the REMIC Provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any REO Propertyinadvertent termination of REMIC status. For purposes of the REMIC election, (i) the Special Servicer Certificates shall report monthly to be designated as the Owner as to "regular interests" in the progress being made in selling such REO Property REMIC and (ii) if, with the written consent Class C Certificate shall be designated as the sole class of "residual interests" in the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage REMIC. The Trustee shall not be held pursuant to this Agreement, but instead a separate participation agreement between permit the Special Servicer and creation of any "interests" in the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) Section 860G of the Code, (ii) subject other than the Trust Fund interests represented by the Certificates and the Class C Certificate. b. The Certificates are being issued in fourteen classes. The following terms of the Certificates are irrevocably established as of the Closing Date: Class Pass-Through Rate Per Annum Original Class Principal Balance ----------------- --------------------------------------------- ------------------- Class AV-1 A floating rate per annum equal to the imposition $168,000,000 lesser of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c(a) of the Codeone-month LIBOR plus 0.25%, or (iiib) cause the sale of such Mortgaged Property to result Available Funds Pass-Through Rate, but in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect no case more than 14.0%. Class MV-1 A floating rate per annum equal to the imposition $ 15,750,000 lesser of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against one-month LIBOR plus 0.75%, or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amountsthe Available Funds Pass-Through Rate, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited but in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent no case more than 14.0%. Class MV-2 A floating rate per annum equal to the first day $ 10,500,000 lesser of (a) one-month LIBOR plus 1.35%, or (b) the month Available Funds Pass-Through Rate, but in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amountsno case more than 14.0%."

Remic Provisions. (a) Unless a. The Originator, as Servicer, and the Mortgagor is in default with respect to the related Mortgage Loan or such default isClass C Certificateholders, by acceptance thereof, each agrees that, in accordance with the judgment requirements of the Special Servicer, reasonably foreseeable, the Special Servicer shall not permit any modification of any material term of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860D(b)(1) of the Code, in which case the three-federal tax return of the Trust for its first taxable year period shall provide that the segregated pools of assets comprising the Master REMIC, the Intermediate REMIC, the Subsidiary A REMIC and the Subsidiary B REMIC, respectively, each elect to be extended by the applicable period. If treated as a period longer than three years is permitted REMIC under the foregoing sentence Code for such taxable year and all subsequent taxable years, and the Trustee shall sign such return. In furtherance of the foregoing, the Trustee (at the direction of the Originator, the Seller or the Servicer), the Originator, the Seller and the Servicer shall take, or refrain from taking, all such action as is necessary to sell maintain the status of each of the Master REMIC, the Intermediate REMIC, the Subsidiary A REMIC and the Subsidiary B REMIC as a REMIC under the REMIC Provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any REO Propertyinadvertent termination of REMIC status. For purposes of the REMIC election in respect of the Subsidiary A REMIC, (i) the Special Servicer Subsidiary REMIC Regular Interests SA-1 and SA-2 shall report monthly to be designated as the Owner as to "regular interest" in the progress being made in selling such REO Property Subsidiary A REMIC and (ii) if, with the written consent Class C Subsidiary A Certificate shall be designated as the sole class of "residual interests" in the Subsidiary A REMIC. For purposes of the Owner, a purchase money mortgage is taken REMIC election in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would Subsidiary B REMIC, (i) cause such Mortgaged Property to fail to qualify at the Subsidiary REMIC Regular Interest SB-1 shall be designated as the sole class of "regular interests" in the Subsidiary B REMIC and (ii) the Class C Subsidiary B Certificate shall be designated as the sole class of "residual interests" in the Subsidiary B REMIC. For purposes of the REMIC election in respect of the Intermediate REMIC, (i) the Intermediate REMIC Regular Interests shall be designated as the "regular interests" in the Intermediate REMIC and (ii) the Class C Intermediate Certificate shall be designated as the sole class of "residual interests" in the Intermediate REMIC. For purposes of the REMIC election in respect of the Master REMIC, (i) the Certificates shall be designated as the "regular interests" in the Master REMIC and (ii) the Class C Master Certificate shall be designated as the sole class of "residual interests" in the Master REMIC. The Trustee shall not permit the creation of any time as "foreclosure propertyinterests" in the Master REMIC, Intermediate REMIC or Subsidiary REMICs (within the meaning of section 860G(a)(8) Section 860G of the Code) other than the Subsidiary REMIC Regular Interests, (ii) subject the Trust Fund to Intermediate REMIC Regular Interests and the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within interests represented by the meaning of section 860G(c) Certificates and the Class C Certificates. b. The Certificates are being issued in nineteen classes. The following terms of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account Certificates are irrevocably established as of the close Closing Date: Class Pass-Through Rate Original Class Principal Xxx Xxxxx Xxxxxxx (or Notional Principal Amount*) ----------------- ------------------------------------- --------------------------- Class I-A-1A 6.183% plus, after the Additional $150,000,000 Interest Entitlement Date, 0.50% per annum. Class I-A-1 4.868% $113,598,000 Class I-A-2 5.373% $ 54,262,000 Class I-A-3 5.808% $ 45,762,000 Class I-A-4 6.555% $ 21,513,000 Class I-A-5 /(2)/7.221% plus, after the $ 27,326,000 Additional Interest Entitlement Date, 0.50% per annum. Class I-IO /(1)/5.000% *$125,000,000 Class I-M-1 /(2)/7.272% $ 41,497,000 Class I-M-2 /(2)/7.659% $ 27,665,000 Class I-B-1 /(2)/9.445% $ 21,377,000 Class II-A-1A 6.428% plus, after the Additional $ 36,190,000 Interest Entitlement Date, 0.50% per annum. Class II-A-1 4.996% $ 41,578,000 Class II-A-2 6.003% $ 20,097,000 Class II-A-3 7.275% plus, after the Additional $ 15,324,000 Interest Entitlement Date, 0.50% per annum. Class II-M-1 7.581% $ 10,658,000 Class II-M-2 8.113% $ 8,085,000 Class II-B-1 /(3)/9.656% $ 7,350,000 Class B-2 /(4)/9.851% $ 7,718,000 Class B-3I /(5)/ *$650,000,000 _____________________ /1/ The Class I-IO Certificate will receive each Payment Date the distribution on such Payment Date to the Intermediate REMIC Regular Interest I-IO , under Section 8.09, which is equivalent to interest accrued at the Pass-Through Rate for the Class I-IO Certificates on a notional principal amount equal to $125,000,000 or the Group I Principal Balance, if less, to and including the Payment Date in January 2003 and 0 thereafter. /2/ A floating rate equal to the Group I Adjusted Weighted Average Loan Rate, but in no event greater than the related Pass-Through Rate specified above. /3/ A floating rate equal to the Group II Weighted Average Loan Rate, but in no event greater than the related Pass-Through Rate specified above. /4/ A floating rate equal to the lesser of business the Group I Adjusted Weighted Average Loan Rate and the Group II Weighted Average Loan Rate, but in no event greater than the related Pass-Through Rate specified above. /5/ The Class B-3I Certificates are interest-only Certificates. The latest possible maturity of the Certificates is in June 2032 (calculated using a prepayment assumption of 0% and assuming no defaults or delinquencies on the last day Loans). c. The following terms of the Intermediate REMIC Regular Interests are irrevocably established as of the Closing Date: Intermediate REMIC Original Class Regular Interest Principal Designation: Intermediate REMIC Pass-Through Rate: Balance: -------------------- ---------------------------------------- -------------- I- A-1A Group I Adjusted Weighted Average Loan Rate $ 75,000,000 I-A-1 Group I Adjusted Weighted Average Loan Rate $ 56,799,000 I-A-2 Group I Adjusted Weighted Average Loan Rate $ 27,131,000 I-A-3 Group I Adjusted Weighted Average Loan Rate $ 22,881,000 I-A-4 Group I Adjusted Weighted Average Loan Rate $ 10,756,000 I-A-5 Group I Adjusted Weighted Average Loan Rate $ 13,663,000 I-IO 5.00% per annum through and including the (1) Payment Date in January 2003 and 0% thereafter. I-M-1 Group I Adjusted Weighted Average Loan Rate $ 20,748,500 I-M-2 Group I Adjusted Weighted Average Loan Rate $ 13,832,500 I-B-1 Group I Adjusted Weighted Average Loan Rate $ 10,688,500 I-Accrual Group I Adjusted Weighted Average Loan Rate $251,500,000 II-A-1A Group II Weighted Average Loan Rate $ 18,095,000 II-A-1 Group II Weighted Average Loan Rate $ 20,789,000 II-A-2 Group II Weighted Average Loan Rate $ 10,048,500 II-A-3 Group II Weighted Average Loan Rate $ 7,662,000 II-M-1 Group II Weighted Average Loan Rate $ 5,329,000 II-M-2 Group II Weighted Average Loan Rate $ 4,042,500 II-B-1 Group II Weighted Average Loan Rate $ 3,675,000 II-B-2 Group II Weighted Average Loan Rate $ 3,859,000 II-Accrual Group II Weighted Average Loan Rate $ 73,500,000 ______________ /(1)/ Intermediate REMIC Regular Interest I-IO receives interest at the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted Intermediate REMIC Pass-Through Rate on the Subsidiary REMIC Regular Interest SA-2 Principal Balance. The latest possible maturity of the Intermediate REMIC Regular Interests is in June 2032 (calculated using a prepayment assumption of 0% and assuming no defaults or delinquencies on the Loans). d. The following Remittance Date, together with any additional interest required to be deposited terms of the Subsidiary REMIC Regular Interests in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, Subsidiary A REMIC and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day Subsidiary B REMIC are irrevocably established as of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."Closing Date: Subsidiary A REMIC

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor is in default with respect Trust Administrator to treat the related Mortgage Loan or such default is, Trust Fund as the number of separate REMICs specified in the judgment Preliminary Statement (the "REMIC") under the Code and, if necessary, under applicable state law. Each such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the Special Servicer, reasonably foreseeable, calendar year in which the Special Servicer Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is hereby designated as the "startup day" of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in the Master REMIC shall not consist of the Certificates (but excluding any rights to Basis Risk Shortfall) shall represent the beneficial ownership of the "residual interest" in each REMIC created hereunder. Neither the Depositor nor the Trust Administrator nor the Trustee shall permit any modification the creation of any material term "interests" (within the meaning of Section 860G of the Code) in any Mortgage Loan, including any modification that would change REMIC other than the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanCertificates. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or Administrator on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would Holders of the Class AR Certificates, shall act as agent for the Class AR Certificateholder as the "tax matters person" (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of the REMIC Provisions) for each REMIC, in the manner provided under Treasury regulations section 860G(a)(81.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class AR Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trust Administrator as its agent to act on behalf of each REMIC pursuant to the specific duties outlined herein. (c) A Holder of the Class AR Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trust Administrator, the amount of any minimum California state franchise taxes due with respect to each REMIC created hereunder under Sections 23151(a) and 23153(a) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."California Revenue

Remic Provisions. Pursuant to its efforts to sell such REO Property, the Master Servicer shall either itself or through an agent selected by the Master Servicer protect and conserve such REO Property in the same manner and to such extent as is customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of the Certificateholders, rent the same, or any part thereof, as the Master Servicer deems to be in the best interest of the Certificateholders for the period prior to the sale of such REO Property. Any REO Disposition shall be for cash only (a) Unless unless changes in the Mortgagor is REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration). The Master Servicer shall segregate and hold all funds collected and received in default connection with the operation of any REO Property separate and apart from its own funds and general assets. The Master Servicer shall deposit, or cause to be deposited, on a daily basis in the Custodial Account all revenues received with respect to the REO Properties, net of any directly related Mortgage Loan expenses incurred and funds withheld therefrom that are necessary for the proper operation, management and maintenance of the REO Property. If as of the date of acquisition of title to any REO Property there remain outstanding unreimbursed Servicing Advances with respect to such REO Property or any outstanding Advances allocated thereto the Master Servicer, upon an REO Disposition, shall be entitled to reimbursement for any related unreimbursed Servicing Advances and any unreimbursed related Advances as well as any unpaid Servicing Fees from proceeds received in connection with the REO Disposition, as further provided in Section 3.15. The REO Disposition shall be carried out by the Master Servicer at such default isprice and upon such terms and conditions as the Master Servicer shall determine. The Master Servicer shall deposit the proceeds from the REO Disposition, net of any payment to the Master Servicer as provided above, in the judgment Custodial Account upon receipt thereof for distribution in accordance with Section 4.01; provided that any such net proceeds which are in excess of the Special Servicerapplicable Stated Principal Balance plus all unpaid REO Imputed Interest thereon through the last day of the month in which the REO Disposition occurred ("Excess Proceeds") shall be deposited into the Excess Proceeds Account in accordance with the provisions of Section 3.25(a). Notwithstanding the foregoing provisions of this Section 3.22, reasonably foreseeablewith respect to any Mortgage Loan as to which the Master Servicer has received notice of, or has actual knowledge of, the Special presence of any toxic or hazardous substance on the Mortgaged Property, the Master Servicer shall not permit promptly notify the Seller and request the Depositor to provide directions and instructions with respect to such Mortgage Loan and shall act in accordance with any modification such directions and instructions provided by the Depositor. Furthermore, notwithstanding the preceding sentence of any material term of this Section 3.22, with respect to any Mortgage LoanLoan described by such sentence, including any modification that would change the Mortgage Interest RateMaster Servicer shall not, defer on behalf of the Trustee, either (i) obtain title to the related Mortgaged Property as a result of or forgive the payment in lieu of principal foreclosure or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loanotherwise, or permit any alteration(ii) otherwise acquire possession of, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO the related Mortgaged Property, unless (i) the Owner shall have been supplied with an Opinion of Counsel Depositor and the Trustee jointly direct the Master Servicer to take such action and (ii) either (A) the Master Servicer has, at least 30 days prior to taking such action, obtained and delivered to the effect that Depositor an environmental audit report prepared by a Person who regularly conducts environmental audits using customary industry standards or (B) the holding Depositor has directed the Master Servicer not to obtain an environmental audit report. If the Depositor has not provided directions and instructions to the Master Servicer in connection with any such Mortgage Loan within 30 days of a request by the Trust Fund of Master Servicer for such Mortgaged Property subsequent directions and instructions, then the Master Servicer shall take such action as it deems to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" best economic interest of the Trust Fund (other than proceeding against the Mortgaged Property) and is hereby authorized at such time as defined in section 860F of the Code, or cause the related REMIC it deems appropriate to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold release such Mortgaged Property (subject from the lien of the related Mortgage. The Master Servicer hereby agrees that it shall not require the Seller to repurchase any conditions contained Mortgage Loan under the provisions of any applicable agreement, if the Depositor has directed the Master Servicer to take any action as described in such Opinion of Counsel), or (ii) the Owner (second preceding sentence in connection with the related Mortgaged Property and if the Master Servicer at the Special time of such direction had notice of the presence of such toxic or hazardous substance, unless the Seller was notified of such toxic or hazardous substance and consented to the action so directed by the Master Servicer's expense) or . The cost of the Special environmental audit report contemplated by this Section 3.22 shall be advanced by the Master Servicer as an expense of the Trust Fund, and the Master Servicer shall have applied forbe reimbursed therefor from the Custodial Account as provided in Section 3.11, not later than 61 days any such right of reimbursement being prior to the expiration rights of such three-year period, an extension of such three-year period the Certificateholders to receive any amount in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable periodCustodial Account. If a period longer than three years the Master Servicer determines, as described above, that it is permitted under in the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf best economic interest of the Trust Fund or sold in to take such a manner or pursuant actions as are necessary to bring any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" in compliance with respect to such Mortgaged Property within the meaning of section 860G(c) of the Codeapplicable environmental laws, or (iii) cause the sale of to take such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund action with respect to the imposition containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Master Servicer shall take such action as it deems to be in the best economic interest of the Trust Fund. The cost of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer compliance, containment, clean-up or remediation shall remit be advanced by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in as an expense of the Trust Fund, and the Master Servicer shall be entitled to be reimbursed therefor from the Custodial Account as provided in Section 3.11, any such right of reimbursement being prior to the rights of the close of business on Certificateholders to receive any amount in the last day Custodial Account. The Master Servicer shall have the option to purchase from the Trust Fund any Mortgage Loan that is 90 days or more delinquent (90 days or more delinquent shall mean delinquent as to 4 or more Monthly Payments) and that the Master Servicer determines in good faith will otherwise become subject to foreclosure proceedings (such determination to be evidenced by an Officer's Certificate of the related Due Period (net of charges against or withdrawals from Master Servicer delivered to the Custodial Account Trustee prior to purchase) for an amount equal to the Purchase Price. The Purchase Price for any Mortgage Loan purchased pursuant to this Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts 3.22 shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03Account, and minus (d) any amounts attributable upon receipt of written certification from the Master Servicer of such deposit, the Trustee shall release or cause to Monthly Payments collected but due on a due date or dates subsequent be released to the first day Master Servicer the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the month in which such Remittance Date occurs, which amounts Master Servicer shall furnish and as shall be remitted on necessary to vest in the Remittance Date next succeeding the Due Period for such amountsMaster Servicer title to any Mortgage Loan released pursuant to this Section 3.22."

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor Trustee to treat the Trust Fund as a REMIC (the "REMIC") under the Code and, if necessary, under applicable state law. Each such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Delivery Date is in default with respect to hereby designated as the related Mortgage Loan or such default is, "startup day" of the REMIC within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in the judgment REMIC shall consist of the Special ServicerClass A, reasonably foreseeableClass M-1, Class B, Class P and Class S Certificates and the Special Servicer "residual interest" in the REMIC shall consist of the Class R Certificates. The Depositor and the Trustee shall not permit any modification the creation of any material term "interests" (within the meaning of any Mortgage LoanSection 860G of the Code) in the REMIC other than the Class A Certificates, including any modification that would change the Mortgage Interest RateClass P Certificates, defer or forgive the payment of principal or interestClass S Certificates and Class R Certificates, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loanrespectively. (b) The Special Trustee on behalf of the Holders of the Class R Certificates, shall act as agent for the Class R Certificateholder as the "tax matters person" (within the meaning of the REMIC Provisions) for the REMIC, in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class R Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trustee as its agent to act on behalf of the REMIC pursuant to the specific duties outlined herein. (c) A Holder of the Class R Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trustee, the amount of any minimum California state franchise taxes due with respect to the REMIC, respectively, under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trustee shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trustee. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Class R Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Sections 4.02 and 4.03, respectively. The Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trustee's duties under this Agreement. The Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Servicer's duties under this Agreement. (d) The Trustee shall act as soon attorney-in-fact and as possible agent on behalf of the tax matters person of the REMIC and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trustee shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for the REMIC when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of the REMIC in compliance with the Code and shall have been supplied provide copies of such returns as required by the Code; (ii) make an election, on behalf of the REMIC, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trustee. The Depositor and Servicer shall provide on a prompt and timely basis to the Trustee or its designee such information with respect to the REMIC as is in their possession and reasonably required or requested by the Trustee to enable it to perform its obligations under this subsection. In its capacity as attorney-in-fact and as agent on behalf of the tax matters person, the Trustee shall also: (A) act on behalf of the REMIC in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on the REMIC when and as the same shall be due and payable (but such obligation shall not prevent the Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trustee shall provide (i) to any transferor of a Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a permitted transferee, (ii) to the Trustee and the Trustee shall forward to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of the REMIC. (f) The Trustee, the Depositor and the Holder of the Class R Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee nor the Holder of the Class R Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Servicer or Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to the holding by REMIC or their assets, or causing the REMIC to take any action, which is not expressly permitted under the terms of this Agreement, the Trustee will consult with the Servicer and Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the REMIC and the Trustee shall not take any such action or cause the REMIC to take any such action as to which the Servicer or Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to the REMIC or the assets therein, or causing the REMIC to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Class R Certificates will consult with the Trustee or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the REMIC, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trustee has advised it in writing that an Adverse REMIC Event could occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Servicer will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of the REMIC as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund REMIC, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within of the meaning of section REMIC, as defined in Section 860G(c) of the Code, or (iii) cause on any contributions to the sale of such Mortgaged Property REMIC after the Startup Day therefor pursuant to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BSection 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement or if the Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund with respect against such tax, (ii) to the imposition Trustee, if such tax arises out of or results from a breach by the Trustee of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer its obligations under this Article II, or (aiii) all otherwise against amounts deposited on deposit in the Custodial Account as provided by Section 3.09 and on the Distribution Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the close of business Interest Distribution Amount on each Class entitled thereto in the last day of the related Due Period same manner as if such taxes constituted a Prepayment Interest Shortfall. (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (bh) all amounts, if any, which The Trustee and the Servicer is obligated shall, for federal income tax purposes, maintain books and records with respect to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due REMIC on a due date calendar year and on an accrual basis or dates subsequent to as otherwise may be required by the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amountsREMIC Provisions."

Remic Provisions. (a) Unless The REMIC Administrator shall make an election to treat the Mortgagor is Loans and the proceeds of the Loans and the proceeds on deposit in default the Payment Account as three REMICs under the Code and, if necessary, under applicable state law, in accordance with Section 2.06 of the Trust Agreement, designated as REMIC I, REMIC II or REMIC III. Such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Securities are issued. For the purposes of the REMIC elections in respect of that portion of the Trust Estate, the REMIC I Regular Interests will be designated as the “regular interests” and the Class G Certificates will be the sole class of “residual interests” in REMIC I, (vi) the REMIC II Regular Interests will be designated as the “regular interests” and the Class A-R Certificates (with respect to the related Mortgage Loan or such default isClass R-II Interest) will be the sole class of “residual interests” in REMIC II, (vii) the REMIC III Regular Interests will be designated as the “regular interests” and the Class A-R Certificates (with respect to the Class R-III Interest) will be the sole class of “residual interests” in REMIC III. The REMIC Administrator and the judgment of the Special Servicer, reasonably foreseeable, the Special Servicer Indenture Trustee shall not permit any modification the creation of any material term “interests” (within the meaning of any Mortgage Loan, including any modification that would change Section 860G of the Mortgage Interest Rate, defer or forgive Code) in each REMIC elected in respect of the payment of principal or interest, reduce or increase Trust Fund other than the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan“regular interests” and “residual interests” so designated. (b) The Special Servicer Closing Date is hereby designated as the “Startup Day” of each of REMIC I, REMIC II and REMIC III, as designated in clause (a) above, within the meaning of Section 860G(a)(9) of the Code. (c) The “tax matters person” with respect to each of REMIC II and REMIC III shall dispose be the Holder of the Class A-R Certificate at any REO Property as soon as possible time holding the largest Percentage Interest thereof in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1. (d) The REMIC Administrator shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the taxable year for each REMIC created hereunder when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the Code and shall provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC created hereunder, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Noteholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions and, otherwise, shall, shall deliver such tax returns in a timely manner to the Owner Trustee, if the Owner Trustee is required to sign such returns in accordance with Section 5.03 of the Trust Agreement, and shall sign (if the Owner Trustee is not so required) and file such tax returns in a timely manner. The expenses of preparing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Owner Trustee with respect to any tax or liability arising from the Owner Trustee’s signing of Tax Returns that contain errors or omissions. The Servicer shall promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC Administrator to prepare Tax Returns. (e) The REMIC Administrator shall provide (i) to any Transferor of a Class A-R Certificate and Class G Certificate such information as is necessary for the application of any tax relating to the transfer of a Class A-R Certificate and Class G Certificate to any Person who is not a Permitted Transferee, (ii) to the Indenture Trustee, and the Indenture Trustee shall forward to the Noteholders and the Certificateholders, such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC. (f) The Servicer and the REMIC Administrator shall take such actions and shall cause each REMIC created hereunder to take such actions as are reasonably within the Servicer’s or the REMIC Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary or desirable to maintain the status of each REMIC as a REMIC under the REMIC Provisions (and the Indenture Trustee shall assist the Servicer and the REMIC Administrator, to the extent reasonably requested by the Servicer and the REMIC Administrator to do so). The Servicer and the REMIC Administrator shall not knowingly or intentionally take any action, cause the Trust Estate to take any action or fail to take (or fail to cause to be taken) any action reasonably within their respective control that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any portion of any of the REMICs as a REMIC or (ii) result in the imposition of a tax upon any of the REMICs (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, in the absence of an Opinion of Counsel or the indemnification referred to in this sentence, an “Adverse REMIC Event”) unless the Servicer or the REMIC Administrator, as applicable, has received an Opinion of Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Servicer or the REMIC Administrator, as applicable, determines that taking such action is in the best interest of the Trust Estate and the Noteholders and the Certificateholders, at the expense of the Trust Estate, but in no event at the expense of the Servicer, the REMIC Administrator, the Owner Trustee or the Indenture Trustee) to the effect that the contemplated action will not, with respect to each REMIC created hereunder, endanger such status or, unless the Servicer, the REMIC Administrator or both, as applicable, determine in its or their sole discretion to indemnify the Trust Estate against the imposition of such a tax, result in the imposition of such a tax. Wherever in this Agreement a contemplated action may not be taken because the timing of such action might result in the imposition of a tax on the Trust Estate, or may only be taken pursuant to an Opinion of Counsel that such action would not impose a tax on the Trust Estate, such action may nonetheless be taken provided that the indemnity given in the preceding sentence with respect to any taxes that might be imposed on the Trust Estate has been given and that all other preconditions to the taking of such action have been supplied with satisfied. Neither the Indenture Trustee nor the Indenture Trustee shall take or fail to take any action (whether or not authorized hereunder) as to which the Servicer or the REMIC Administrator, as applicable, has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to any of the holding REMICs created hereunder or any related assets thereof, or causing any of the REMICs to take any action, which is not expressly permitted under the terms of this Agreement, the Indenture Trustee will consult with the Servicer or the REMIC Administrator, as applicable, or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any of the REMICs, and the Indenture Trustee shall not take any such action or cause any REMIC to take any such action as to which the Servicer or the REMIC Administrator, as applicable, has advised it in writing that an Adverse REMIC Event could occur. The Servicer or the REMIC Administrator, as applicable, may consult with counsel to make such written advice, and the cost of same shall be borne by the Trust Fund party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which Servicer or the Mortgaged Property REMIC Administrator. At all times as may be held) required by the Code, the Servicer, the Indenture Trustee will not result in to the imposition extent within its control and the scope of taxes on "prohibited transactions" its duties more specifically set forth herein, maintain substantially all of the Trust Fund assets of each REMIC created hereunder as “qualified mortgages” as defined in section 860F Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code. (g) In the event that any tax is imposed on “prohibited transactions” of any of the REMICs created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of any of the REMICs as defined in Section 860G(c) of the Code, on any contributions to any of the REMICs after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement or the Servicer has in its sole discretion determined to indemnify the Trust Estate against such tax, (ii) to the Indenture Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (iii) to the Indenture Trustee, if such tax arises out of or results from a breach by the Indenture Trustee of any of its obligations under this Article XI or (iv) otherwise against amounts on deposit in the Custodial Account and on the Payment Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the accrued interest due on each Class entitled thereto on a pro rata basis. (h) The Indenture Trustee and the Servicer shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (i) Following the Startup Day, neither the Servicer, nor the Indenture Trustee shall accept any contributions of assets to any of the REMICs created hereunder unless (subject to Section 11.01(f)) the Servicer, the Indenture Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in such REMIC will not cause any of the related REMIC REMICs to fail to qualify as a REMICREMIC at any time that any Notes or Class A-R Certificates or Class G Certificates are outstanding or subject any of the REMICs to any tax under the REMIC Provisions or other applicable provisions of federal, in which case state and local law or ordinances. (j) Neither the Trust Fund may continue to hold such Mortgaged Property Servicer nor the Indenture Trustee shall (subject to Section 11.01(f)) enter into any conditions contained arrangement by which any of the REMICs created hereunder will receive a fee or other compensation for services nor permit any of the REMICs to receive any income from assets other than “qualified mortgages” as defined in such Opinion Section 860G(a)(3) of Counsel)the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code. (k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the “latest possible maturity date” by which the Class Principal Balance of each Class of Notes representing a regular interest in the applicable REMIC is the Final Payment Date. (l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare and file with the Internal Revenue Service Form 8811, “Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations” for each REMIC created hereunder. (m) Neither the Depositor, the Indenture Trustee nor the Servicer shall sell, dispose of or substitute for any of the Loans (except in connection with (i) the default, imminent default or foreclosure of a Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration bankruptcy of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3) either of the CodeREMICs created hereunder, in which case (iii) the three-year period shall be extended by termination of the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held REMIC pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf Section 3.05 of the Trust Fund Agreement or sold in such (iv) a manner or purchase of Loans pursuant to the Purchase Agreement) nor acquire any terms that would (i) cause such Mortgaged Property to fail to qualify at assets for any time as "foreclosure property" within the meaning of section 860G(a)(8) of the CodeREMICs, (ii) subject the Trust Fund to the imposition nor sell or dispose of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited investments in the Custodial Account as or the Payment Account for gain nor accept any contributions to any of the close REMICs after the Closing Date unless it has received an Opinion of business on Counsel that such sale, disposition, substitution or acquisition will not (a) affect adversely the last day status of any of the related Due Period (net of charges against REMICs as a REMIC or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which unless the Servicer is obligated has determined in its sole discretion to advance indemnify the Trust Estate against such tax, cause any REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to Section 7.03, minus the REMIC Provisions. (cn) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after The Indenture Trustee will apply for an employer identification number from the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due Internal Revenue Service on a due date Form SS-4 or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period any other acceptable method for such amountsall tax entities."

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor Trustee to treat the Trust Fund as a REMIC under the Code and, if necessary, under applicable state law. Such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is in default with respect to hereby designated as the related Mortgage Loan or such default is, "startup day" of the REMIC within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in the judgment REMIC shall consist of the Special Servicer, reasonably foreseeable, Regular Certificates and the Special Servicer "Class AR Certificates shall represent the beneficial ownership of the "residual interest" in each REMIC. The Depositor and the Trustee shall not permit any modification the creation of any material term "interests" (within the meaning of any Mortgage Loan, including any modification that would change Section 860G of the Mortgage Interest Rate, defer or forgive Code) in the payment of principal or interest, reduce or increase REMIC other than the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanCertificates. (b) The Special Trustee on behalf of the Holders of the Class AR Certificates, shall act as agent for the Class AR Certificateholder as the "tax matters person" (within the meaning of the REMIC Provisions) for the REMIC, in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class AR Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trustee as its agent to act on behalf of each REMIC pursuant to the specific duties outlined herein. (c) A Holder of the Class AR Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trustee, the amount of any minimum California state franchise taxes due with respect to each REMIC created hereunder under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trustee shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trustee. In the event that any other federal, state or local tax is imposed, including, without limitation, taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Class AR Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Section 4.01. The Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trustee's duties under this Agreement. Each Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of such Servicer's duties under this Agreement. (d) The Trustee shall act as soon attorney-in-fact and as possible agent on behalf of the tax matters person of the REMIC and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trustee shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for the REMIC when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of the REMIC in compliance with the Code and shall have been supplied provide copies of such returns as required by the Code; (ii) make an election, on behalf of the REMIC, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trustee. The Depositor and each Servicer shall provide on a prompt and timely basis to the Trustee or its designee such loan-level information with respect to the REMIC as is in their possession and reasonably required or requested by the Trustee to enable it to perform its obligations under this subsection. In its capacity as attorney-in-fact and as agent on behalf of the tax matters person, the Trustee shall also: (A) act on behalf of the REMIC in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on the REMIC when and as the same shall be due and payable (but such obligation shall not prevent the Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trustee shall (i) provide to any transferor of a Class AR Certificate such information as is necessary for the application of any tax relating to the transfer of a Class AR Certificate to any Person who is not a permitted transferee, (ii) forward to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of the REMIC. (f) The Trustee, the Depositor and the Holder of the Class AR Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of the REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee nor the Holder of the Class AR Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon a REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which a Servicer or Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to a REMIC or its assets, or causing the holding by REMIC created hereunder to take any action, which is not expressly permitted under the terms of this Agreement, the Trustee will consult with the Depositor or its designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the REMIC created hereunder and the Trustee shall not take any such action or cause the REMIC to take any such action as to which the Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to the REMIC created hereunder or the assets therein, or causing the REMIC created hereunder to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Class AR Certificates will consult with the Trustee or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the REMIC created hereunder, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trustee has advised it in writing that an Adverse REMIC Event could occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Trustee will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of the REMIC as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund any REMIC created hereunder, as defined in section 860F Section 860F(a)(2) of the Code, on "net income from foreclosure property" of such REMIC, as defined in Section 860G(c) of the Code, on any contributions to a REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or cause any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the related Servicer, if such Servicer has in its sole discretion determined to indemnify the Trust Fund against such tax or if such tax arises out of or results from a breach of such Servicer's duties under (x) Section 2.07(j) of this Agreement to not enter into any arrangement by which a REMIC would receive a fee or other compensation for services or to permit such REMIC to receive any income from assets other than "qualified mortgages" or "permitted investments", (y) Section 3.01 of this Agreement to not make or any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC, REMIC or result in which case the Trust Fund may continue to hold such Mortgaged Property (subject to imposition of any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expensetax under Section 860F(a) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860G(d) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary Code or (z) Section 3.11(c) of this Agreement to sell not cause any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section Section 860G(a)(8) of the Code, (ii) Code or to subject the Trust Fund any REMIC created hereunder to the imposition of any federal federal, state or state local income taxes on "net the income earned from foreclosure property" with respect to such Mortgaged Property within the meaning of section under Section 860G(c) of the CodeCode of otherwise, or (iiiii) cause to the sale Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article II, or (v) otherwise against amounts on deposit in the Collection Account as provided by Section 3.08 and on the Distribution Date(s) following such reimbursement the aggregate of such Mortgaged Property to result taxes shall be allocated in reduction of the Interest Distribution Amount on each Class entitled thereto in the receipt same manner as if such taxes constituted a Prepayment Interest Shortfall. In accordance with Section 2.07(c), the related Servicer or the Trustee, as applicable, shall promptly deposit in the Certificate Account any amount of such tax. For purposes of this Section 2.07(g), a tax is imposed following the final and unappealable determination under the Code of the amount of such tax and written notice thereof by the Trust Fund Tax Matters Person to the party to be charged. The failure of the related Servicer to promptly deposit in the Certificate Account any amount of such tax shall be an Event of Default, as provided in Section 8.01(b), provided, however, in the case of WMMSC, the prompt deposit of any such amount in the Certificate Account shall cure any Special Event of Default unless notice of such Special Event of Default is accompanied by an Opinion of Counsel, at the expense of WMMSC, to the effect that the cumulative effect of WMMSC's breach or breaches, notwithstanding the deposit of the amounts of any such tax, shall have given rise to a substantial risk that any REMIC created hereunder would fail to continue to qualify as a REMIC. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to the REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (i) Following the Startup Day, neither the Trustee nor any Servicer shall accept any contributions of assets to the REMIC created hereunder unless (subject to 2.07(f)) such Servicer and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in the REMIC will not cause that REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding, or subject the REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (j) Neither the Trustee nor any Servicer shall (subject to Section 2.07(f)) enter into any arrangement by which the REMIC will receive a fee or other compensation for services nor permit the REMIC to receive any income from non-assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted assets investments" as described defined in section 860F(a)(2)(BSection 860G(a)(5) of the Code. (k) Within 30 days after the Closing Date, the Trustee shall prepare and file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for the REMIC. (l) Neither the Trustee nor any Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the REMIC created hereunder, (iii) the termination of the REMIC created hereunder pursuant to Article X of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any assets for the REMIC, nor sell or dispose of any investments in the Collection Account or the Certificate Account for gain nor accept any contributions to the REMIC after the Closing Date (a) unless it has received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not affect adversely the Special status of the REMIC created hereunder as a REMIC or (b) unless such Servicer has agreed determined in its sole discretion to indemnify and hold harmless the Trust Fund with respect against such tax. (m) In order to enable the Trustee to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided to the imposition Trustee, within ten days after the Closing Date, all information or data that the Trustee determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans and the Trustee shall be entitled to rely upon any and all such information and data in the performance of its duties set forth herein. Thereafter, each Servicer shall provide, promptly upon request therefor, any such taxes." 19additional loan-level information or data that the Trustee may from time to time reasonably request in order to enable the Trustee to perform its duties as set forth herein and the Trustee shall be entitled to rely upon any and all such information and data in the performance of its duties set forth herein. DLJMC shall indemnify the Trustee and hold it harmless for any loss, liability, damage, claim or expense of the Trustee, pursuant to, and in accordance with, Section 9.05 of this Agreement, arising from any failure of the Depositor to provide, or cause to be provided, accurate information or data to the Trustee on a timely basis. The first paragraph indemnification provisions hereunder shall survive the termination of Section 4.01 is hereby deleted this Agreement and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds extend to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account any co-trustee appointed pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amountsthis Agreement."

Remic Provisions. (a) Unless The Depositor hereby elects, authorizes and directs the Mortgagor Trustee, to treat and account for the Tier 1 REMIC and Tier 2 REMIC as separate REMICs under the Code. The Delivery Date is in default with respect to hereby designated as the related Mortgage Loan or such default is, in the judgment "startup day" of each of the Special ServicerREMICs within the meaning of Section 860G(a)(9) of the Code. The "regular interests" in Tier 1 REMIC within the meaning of Section 860G of the Code shall consist of Uncertificated Tier 1 REMIC Regular Interest and the Class R-I Certificate will be the "residual interest" in Tier 1 REMIC within the meaning of Section 860G of the Code. The "regular interests" in Tier 2 REMIC within the meaning of Section 860G of the Code shall consist of the Class A-1, reasonably foreseeableClass A-2, Class A-X, Class B, Class C, Class D, Class E, Class F, and Class G Certificates. Class R- II Certificates will be the Special Servicer "residual interest" in Tier 2 REMIC within the meaning of Section 860G of the Code. The Maturity Date shall not permit any modification of any material term of any Mortgage Loan, including any modification that would change be the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanFinal Rated Distribution Date. (b) Each Holder of a Class R Certificate shall act as the "tax matters person" within the meaning of the REMIC Provisions and Section 6231(a)(7) of the Code for the respective REMIC. By its acceptance of a Class R Certificate, each Holder shall be deemed to have agreed to such appointment and shall be deemed to have consented to the appointment of the Trustee as agent to act on behalf of the REMICs pursuant to the specific duties set forth herein. (c) In the event that any unindemnified federal, state or local tax is imposed, including without limitation, taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged (i) if based on net income from foreclosure of REO Property, out of the related proceeds or (ii) if based not on such income, then against amounts otherwise available for distribution on the respective Class R Certificate and then against amounts otherwise available for distribution to the Regular Certificateholders or on the Uncertificated Tier 1 REMIC Regular Interests, as appropriate, in accordance with the provisions set forth in Sections 4.02 and 4.03, respectively. The Trustee shall promptly deposit in the Collection Account any amount of "prohibited transaction" tax that results from a breach of the Trustee's duties under this Agreement due to its negligence or willful misconduct. The Master Servicer or the Special Servicer shall dispose promptly deposit in the Collection Account any amount of "prohibited transaction" tax that results from a breach of such Person's respective duties under this Agreement due to its negligence or willful misconduct. (d) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each of the REMICs on a calendar year and accrual basis, or as otherwise may be required by the REMIC Provisions. (e) Following the Delivery Date, neither the Trustee nor the Fiscal Agent nor the Master Servicer nor the Special Servicer, as applicable, shall accept any REO Property contributions of assets (other than Advances) to the Trust Fund unless the Trustee, Master Servicer or the Special Servicer, as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Propertyapplicable, unless (i) the Owner shall have been supplied with received an Opinion of Counsel (at the expense of such Person seeking to make such contribution) to the effect that the holding by inclusion of such assets in the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in section 860F of the Code, or cause the related Tier 1 REMIC or Tier 2 REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (REMIC at any time that any Certificates are outstanding or subject either to any conditions contained in such Opinion unindemnified tax under the REMIC Provisions or other applicable provisions of Counsel)federal, or state and local law. (iif) Neither the Owner (at Trustee nor the Special Servicer's expense) or Master Servicer nor the Special Servicer nor the Fiscal Agent, as applicable, shall have applied for, not later enter into any arrangement by which any of the REMICs will receive a fee or other compensation for services nor permit any REMIC to receive any income from assets other than 61 days prior to the expiration of such three-year period, an extension of such three-year period "qualified mortgages" or "permitted investments" as defined in the manner contemplated by section 856(e)(3Section 860G(a)(3) and (4) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor is in default with respect Trust Administrator to treat the related Mortgage Loan or such default is, Trust Fund as the number of separate REMICs specified in the judgment Preliminary Statement under the Code and, if necessary, under applicable state law. Each election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the Special Servicer, reasonably foreseeablecalendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is hereby designated as the “startup day” of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. The “regular interests” (within the meaning of Section 860G of the Code) in each REMIC shall consist of the regular interests with the terms set forth for each REMIC in the Preliminary Statement and the Class AR Certificates shall represent the beneficial ownership of the “residual interest” in each REMIC created hereunder. None of the Depositor, the Special Servicer Trust Administrator or the Trustee shall not permit any modification the creation of any material term “interests” (within the meaning of Section 860G of the Code) in any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanREMIC other than as set forth herein. (b) The Special Servicer Trust Administrator shall dispose act as the “Tax Matters Person” (within the meaning of the REMIC Provisions) for each REMIC created hereunder, in the manner provided under Treasury regulations section 1.860F 4(d) and temporary Treasury regulations section 301.6231(a)(7)1T. In the event that for any REO Property reason, the Trust Administrator is not recognized as soon the Tax Matters Person then the Trust Administrator shall act as possible agent for the holder of the largest percentage interest in the Class AR Certificateholder as Tax Matters Person. By its acceptance of a Residual Certificate, each Holder thereof shall have agreed to such appointment and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner shall have been supplied with an Opinion of Counsel consented to the effect that appointment of the holding Trust Administrator as its agent to act on behalf of each REMIC created hereunder pursuant to the specific duties outlined herein. (c) A Holder of a Residual Certificate, by the purchase of such Certificate, shall be deemed to have agreed to timely pay, upon demand by the Trust Fund Administrator, the amount of any minimum California state franchise taxes due with respect to each REMIC created hereunder under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trust Administrator shall be authorized to retain the amount of such Mortgaged Property subsequent tax from amounts otherwise distributable to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result Holder in the imposition of taxes on "prohibited transactions" of event such Holder does not promptly pay such amount upon demand by the Trust Fund Administrator. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a “prohibited transaction” of any REMIC as defined in section Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Residual Certificate and then against amounts otherwise available for distribution to the Holders of REMIC II Regular Interests in accordance with the provisions set forth herein. (d) The Trust Administrator shall act as attorney-in-fact and as the Tax Matters Person of each REMIC created hereunder and in such capacity the Trust Administrator shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the related taxable year for each REMIC created hereunder when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the Code and shall provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC created hereunder, to fail to qualify be treated as a REMICREMIC on the federal tax return of such REMIC for its first taxable year, in which case accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trust Administrator. The Depositor shall provide on a prompt and timely basis to the Trust Administrator or its designee such information with respect to each REMIC created hereunder as is in their possession and reasonably required or requested by the Trust Administrator to enable it to perform its obligations under this subsection. In its capacity as attorney-in-fact and as the Tax Matters Person, the Trust Administrator shall also: (A) act on behalf of each REMIC created hereunder in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund may continue in any administrative or judicial proceeding relating to hold an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on any REMIC created hereunder when and as the same shall be due and payable (but such Mortgaged Property (subject to obligation shall not prevent the Trust Administrator or any conditions contained other appropriate Person from contesting any such tax in such Opinion of Counsel), or (ii) appropriate proceedings and shall not prevent the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration Trust Administrator from withholding payment of such three-year periodtax, an extension if permitted by law, pending the outcome of such three-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxesproceedings)." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor Trustee to treat each Pooling Agreement REMIC as a real estate mortgage investment conduit under the Code and, if necessary, under applicable state law. The Trustee shall make such election on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) by an attachment making such election and stating that such election is being made as a protective matter, for the taxable year ending on the last day of the calendar year in default with respect which all or a portion of the Certificates are first sold by Washington Mutual to any party other than an affiliate. The Delivery Date is hereby designated as the related Mortgage Loan or such default is“startup day” (a “Startup Day”) of the Trust REMIC, the Class AR5 Delivery Date is hereby designated as the “startup day (a “Startup Day”) for REMIC I and REMIC II and the Class AR17 Delivery Date is hereby designated as the “startup day (a “Startup Day”) for REMIC A, REMIC B, REMIC C and REMIC D, in each case, within the judgment meaning of Section 860G(a)(9) of the Special Servicer, reasonably foreseeable, Code for purposes of the Special Servicer election made under clause (x) of the preceding sentence and the date of the first sale of Certificates by Washington Mutual to any party other than an affiliate is hereby designated as the “startup day” for purposes of the protective election to be made pursuant to clause (y) of the preceding sentence. The “regular interests” (within the meaning of Section 860G of the Code) in the Trust REMIC shall consist of the Class A Certificates and the “residual interest” in the Trust REMIC shall consist of the Class R Certificates. The Depositor and the Trustee shall not permit any modification the creation of any material term “interests” (within the meaning of Section 860G of the Code) in the Trust REMIC other than the Class A and Class R Certificates. The “regular interests” (within the meaning of Section 860G of the Code) in REMIC I shall consist of the Class AR5 Regular Interests and the Class Y Regular Interests and the “residual interest” in REMIC I shall consist of the Class R-I Component. The Depositor and the Trustee shall not permit the creation of any Mortgage Loan, including any modification that would change “interests” (within the Mortgage Interest Rate, defer or forgive meaning of Section 860G of the payment Code) in REMIC I other than the regular interests therein and Class R-I Component. The “regular interests” (within the meaning of principal or Section 860G of the Code) in REMIC II shall consist of the Class I-A and the Class B Certificates and the “residual interest, reduce or increase ” in REMIC II shall consist of the outstanding principal balance (except for actual payments of principal), change Class R-II Component. The Depositor and the final maturity date on such Mortgage Loan, or Trustee shall not permit any alteration, substitution or release the creation of any collateral for such Mortgage Loan“interests” (within the meaning of Section 860G of the Code) in REMIC II other than the Class I-A and Class B Certificates and the Class R-II Component. The “regular interests” (within the meaning of Section 860G of the Code) in REMIC A shall consist of the Class U Regular Interests, the Class V Regular Interests and the Class W Regular Interests and the “residual interest” in REMIC A shall consist of the Class 2-R-A Component. The Depositor and the Trustee shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in REMIC A other than the regular interests therein and Class 2-R-A Component. The “regular interests” (within the meaning of Section 860G of the Code) in REMIC B shall consist of the REMIC B Regular Interests and the “residual interest” in REMIC B shall consist of the Class 2-R-B Component. The Depositor and the Trustee shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in REMIC B other than the REMIC B Regular Interests and the Class 2-R-B Component. The “regular interests” (within the meaning of Section 860G of the Code) in REMIC C shall consist of the REMIC C Regular Interests and the “residual interest” in REMIC C shall consist of the Class 2-R-C Component. The Depositor and the Trustee shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in REMIC C other than the REMIC C Regular Interests and the Class 2-R-C Component. The “regular interests” (within the meaning of Section 860G of the Code) in REMIC D shall consist of the REMIC D Regular Interests and the “residual interest” in REMIC D shall consist of the Class 2-R-D Component. The Depositor and the Trustee shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in REMIC D other than the REMIC D Regular Interests and the Class 2-R-D Component. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO PropertySeller, unless (i) on behalf of the Owner Holders of the Class R Certificates, shall act as agent for the Class R Certificateholder, (ii) on behalf of the Holders of the Class I-R Certificates, shall act as agent for the Class I-R Certificateholder, and (iii) on behalf of the Holders of the Class 2-R Certificates, shall act as agent for the Class 2-R Certificateholder and shall act as the “tax matters person” (within the meaning of the REMIC Provisions) for the Pooling Agreement REMICs, as applicable, in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class R Certificate, Class I-R Certificate or Class 2-R Certificate, each Holder thereof shall have been supplied with an Opinion of Counsel agreed to such appointment and shall have consented to the effect that appointment of the holding Trustee as its agent to act on behalf of the Pooling Agreement REMICs, as applicable, pursuant to the specific duties outlined herein. (c) A Holder of any of the Class R Certificates, Class I-R Certificates or Class 2-R Certificates by the Trust Fund purchase of such Mortgaged Property subsequent Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trustee, the amount of any minimum California state franchise taxes due with respect to the Pooling Agreement REMICs, as applicable, under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trustee shall be authorized to retain the amount of such tax from amounts otherwise distributable to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result Holder in the imposition event such Holder does not promptly pay such amount upon demand by the Trustee. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a “prohibited transaction” of taxes on "prohibited transactions" of the Trust Fund a REMIC as defined in section Section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer tax shall have applied for, not later than 61 days prior be charged against amounts otherwise available for distribution to the expiration applicable Holder of such threea Class R, I-year period, an extension of such threeR or Class 2-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence R Certificate and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly then against amounts otherwise available for distribution to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent Holders of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment Regular Certificates in accordance with Section 7.03the provisions set forth in Sections 4.02 and 4.03, and minus (d) respectively. The Trustee shall promptly deposit in the Certificate Account any amounts attributable to Monthly Payments collected but due on amount of “prohibited transaction” tax that results from a due date or dates subsequent to the first day breach of the month Trustee’s duties under this Agreement. The Servicer shall promptly deposit in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding Certificate Account any amount of “prohibited transaction” tax that results from a breach of the Due Period for such amountsServicer’s duties under this Agreement."

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor Trustee to treat the Trust Fund as three separate REMICs, REMIC 1, REMIC 2 and the Master REMIC (each, a "REMIC"), under the Code and, if necessary, under applicable state law. Each such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is in default with respect to hereby designated as the related Mortgage Loan or such default is, "startup day" of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in the judgment Master REMIC shall consist of the Special Servicer, reasonably foreseeable, Regular Certificates (excluding any rights to Basis Risk Shortfall) and the Special Servicer "Class AR Certificates shall not represent the beneficial ownership of the "residual interest" in each REMIC created hereunder. Neither the Depositor nor the Trustee shall permit any modification the creation of any material term "interests" (within the meaning of Section 860G of the Code) in any Mortgage Loan, including any modification that would change REMIC other than the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanCertificates. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or Trustee on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would Holders of the Class AR Certificates, shall act as agent for the Class AR Certificateholder as the "tax matters person" (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8the REMIC Provisions) of the Codefor each REMIC, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in manner provided under Treasury regulations section 860F(a)(2)(B1.860F-4(d) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04temporary Treasury regulations section 301.6231(a), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor Trustee to treat the Trust Fund as four separate REMICs (the "REMIC") under the Code and, if necessary, under applicable state law. Each such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is in default with respect to hereby designated as the related Mortgage Loan or such default is, "startup day" of each REMIC within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in the judgment Master REMIC shall consist of the Special Servicer, reasonably foreseeable, Regular Certificates and the Special Servicer "Class AR Certificates shall not represent the beneficial ownership of the "residual interest" in each REMIC. Neither the Depositor nor the Trustee shall permit any modification the creation of any material term "interests" (within the meaning of Section 860G of the Code) in any Mortgage Loan, including any modification that would change REMIC other than the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanCertificates. (b) The Special Trustee on behalf of the Holders of the Class AR Certificates, shall act as agent for the Class AR Certificateholder as the "tax matters person" (within the meaning of the REMIC Provisions) for each REMIC, in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class AR Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trustee as its agent to act on behalf of each REMIC pursuant to the specific duties outlined herein. (c) A Holder of the Class AR Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trustee, the amount of any minimum California state franchise taxes due with respect to each REMIC under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trustee shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trustee. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Class AR Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Section 4.01. The Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trustee's duties under this Agreement. The related Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of such Servicer's under this Agreement. (d) The Trustee shall act as soon attorney-in-fact and as possible agent on behalf of the tax matters person of each REMIC and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trustee shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for each REMIC when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the Code and shall have been supplied provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trustee. The Depositor and the related Servicer shall provide on a prompt and timely basis to the Trustee or its designee such information with respect to each REMIC as is in their possession and reasonably required or requested by the Trustee to enable it to perform its obligations under this subsection. In its capacity as attorney-in-fact and as agent on behalf of the tax matters person, the Trustee shall also: (A) act on behalf of each REMIC in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on each REMIC when and as the same shall be due and payable (but such obligation shall not prevent the Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trustee shall provide (i) to any transferor of a Class AR Certificate such information as is necessary for the application of any tax relating to the transfer of a Class AR Certificate to any Person who is not a permitted transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC. (f) The Trustee, the Depositor and the Holder of the Class AR Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee nor the Holder of the Class AR Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of each REMIC as a REMIC or (ii) result in the imposition of a tax upon a REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which a Servicer or the Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to a REMIC or their assets, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the holding by terms of this Agreement, the Trustee will consult with the Servicers and Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder and the Trustee shall not take any such action or cause that REMIC to take any such action as to which any Servicer or the Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Class AR Certificates will consult with the Trustee or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trustee has advised it in writing that an Adverse REMIC Event could occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Trustee will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of the REMICs as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund a REMIC, as defined in section 860F Section 860F(a)(2) of the Code, on "net income from foreclosure property" of such REMIC, as defined in Section 860G(c) of the Code, on any contributions to a REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or cause any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the related Servicer, if such tax arises out of or results from a breach of such Servicer's duties under (x) Section 2.07(j) of this Agreement to not enter into any arrangement by which a REMIC would receive a fee or other compensation for services or to permit such REMIC to receive any income from assets other than "qualified mortgages" or "permitted investments", (y) Section 3.01 of this Agreement to not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC, REMIC or result in which case the Trust Fund may continue to hold such Mortgaged Property (subject to imposition of any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expensetax under Section 860F(a) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860G(d) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary Code or (z) Section 3.11(c) of this Agreement to sell not cause any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section Section 860G(a)(8) of the Code, (ii) Code or to subject the Trust Fund any REMIC hereunder to the imposition of any federal federal, state or state local income taxes on "net the income earned from foreclosure property" with respect to such Mortgaged Property within the meaning of section under Section 860G(c) of the CodeCode of otherwise, (ii) to the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article II, or (iii) cause otherwise against amounts on deposit in the sale Collection Account as provided by Section 3.09 and on the Distribution Date(s) following such reimbursement the aggregate of such Mortgaged Property to result taxes shall be allocated in reduction of the Interest Distribution Amount on each Class entitled thereto in the receipt same manner as if such taxes constituted a Prepayment Interest Shortfall. In accordance with Section 2.07(c), the related Servicer or the Trustee, as applicable, shall promptly deposit in the Certificate Account any amount of such tax. For purposes of this Section 2.07(g), a tax is imposed following the final and unappealable determination under the Code of the amount of such tax and written notice thereof by the Trust Fund Tax Matters Person to the party to be charged. The failure of the related Servicer to promptly deposit in the Certificate Account any amount of such tax shall be an Event of Default, as provided in Section 8.01(b). However, in the case of WMMSC, the prompt deposit of any such amount in the Certificate Account shall cure any Special Event of Default unless notice of such Special Event of Default is accompanied by an Opinion of Counsel, at the expense of WMMSC, to the effect that the cumulative effect of WMMSC's breach or breaches, notwithstanding the deposit of the amounts of any such tax, shall have given rise to a substantial risk that any REMIC created hereunder would fail to continue to qualify as a REMIC. (h) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (i) Following the Startup Day, no Servicer nor the Trustee shall accept any contributions of assets to any REMIC created hereunder unless (subject to Section 2.05) such Servicer or the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in a REMIC will not cause that REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding, or subject that REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (j) No Servicer nor the Trustee shall (subject to Section 2.05) enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit such REMIC to receive any income from non-assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted assets investments" as described defined in section 860F(a)(2)(BSection 860G(a)(5) of the Code. (k) Within 30 days after the Closing Date, the Trustee shall prepare and file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for each REMIC. (l) Neither the Trustee nor any Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of any REMIC created hereunder, (iii) the termination of any REMIC created hereunder pursuant to Article X of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any assets for a REMIC, nor sell or dispose of any investments in the Collection Account or the Certificate Account for gain nor accept any contributions to a REMIC after the Closing Date (a) unless it has received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not affect adversely the Special status of any REMIC created hereunder as a REMIC or (b) unless such Servicer has agreed determined in its sole discretion to indemnify and hold harmless the Trust Fund with respect against such tax. (m) In order to enable the Trustee to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided to the imposition Trustee within ten days after the Closing Date, all information or data that the Trustee determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans and the Trustee shall be entitled to rely upon any and all such information and data in the performance of its duties set forth herein. Thereafter, each Servicer shall provide, promptly upon request therefor, any such taxes." 19additional information or data that the Trustee may from time to time reasonably request in order to enable the Trustee to perform their duties as set forth herein and the Trustee shall be entitled to rely upon any and all such information and data in the performance of its duties set forth herein. The first paragraph Depositor shall indemnify the Trustee and hold its harmless for any loss, liability, damage, claim or expense of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date Trustee arising from any failure of the Servicer shall remit by wire transfer of immediately available funds Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer (a) all amounts deposited in Trustee on a timely basis. The indemnification provisions hereunder shall survive the Custodial Account as termination of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account this Agreement and shall extend to any co-trustee appointed pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amountsthis Agreement."

Remic Provisions. The Preliminary Statement sets forth the designations and “latest possible maturity date” for federal income tax purposes of all interests created hereby. The “Startup Day” for purposes of the REMIC Provisions shall be the Closing Date. The “tax matters person” with respect to each REMIC hereunder other than REMIC I shall be the holder of the Class R Certificate. The tax matters person with respect to REMIC I shall be the holder of the Class R Certificate. The Trustee on behalf of the holders of the Class R Certificates shall act as agent for the “tax matters person”. By its acceptance of a Class R Certificate, each holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trustee as its agent to act on behalf of each REMIC pursuant to the specific duties outlined herein. Each REMIC’s fiscal year shall be the calendar year. The Trustee shall treat the beneficial owners of Certificates (aother than the Class P, Class X and Class R Certificates) Unless the Mortgagor is in default as having entered into a notional principal contract with respect to the related Mortgage Loan or such default is, in the judgment beneficial owners of the Special ServicerClass X Certificates. Pursuant to each such notional principal contract, reasonably foreseeableall beneficial owners of Offered Certificates (other than the Residual Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Special Servicer shall not permit any modification beneficial owners of any material term the Class X Certificates an aggregate amount equal to the excess, if any, of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner amount payable on such Distribution Date on the interest in REMIC III and REMIC IV to each Class of Corresponding Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class I Shortfall”). A Class I Shortfall payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, such interest being determined by substituting the REMIC Maximum Rate for the applicable Net Funds Cap in the definition of Pass-Through Rate for such Class of Certificates, and a Class I Shortfall payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the beneficial owner of the Class X Certificates shall be treated as having agreed to pay Basis Risk Shortfalls to the Owners of the Offered Certificates (other than the Residual Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates of a Class I Shortfall shall be treated for tax purposes as having been received by the beneficial owners of such Certificates in respect of their Interests in REMIC III or REMIC IV and as having been paid by such beneficial owners to the Supplemental Interest Trust pursuant to the notional principal contract. Thus, each Certificate (other than a Class P and Class R Certificate) shall be treated as representing not only ownership of regular interests in the REMIC, but also ownership of an interest in (and obligations with respect to) a notional principal contract. For tax purposes, the notional principal contract shall be deemed to have been supplied a value in favor of the Certificates entitled to receive Basis Risk Shortfalls of $10,000.00 as of the Closing Date. Notwithstanding the priority and sources of payments set forth in Article IV hereof or otherwise, the Trustee shall account for all distributions on the Certificates as set forth in this Section 2.07. In no event shall any payments of Basis Risk Shortfalls provided for in this Section 2.07 be treated as payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). The Trustee, the Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Servicer nor the Holder of any Residual Certificate shall knowingly take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) contemplated action will not endanger such status or result in the imposition of such a tax. Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on "prohibited transactions" each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Trust Fund as defined Residual Certificate in section 860F the REMICs or, if no such amounts are available, out of other amounts held in the CodeDistribution Account, or cause and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC to fail to qualify as a REMIC. The Trustee shall, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel)for federal income tax purposes, or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence maintain books and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into records with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by each REMIC created hereunder on a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or calendar year and on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19an accrual basis. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals Trustee will apply for an Employee Identification Number from the Custodial Account pursuant to Section 3.04), plus (b) Internal Revenue Service via a Form SS-4 or other acceptable method for all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amountstax entities."

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor Trustee to treat the Trust REMIC, REMIC I and REMIC II as a real estate mortgage investment conduit under thx Xxxx xnd, if necessary, under applicable state law. The Trustee shall make such election on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) by an attachment making such election and stating that such election is being made as a protective matter, for the taxable year ending on the last day of the calendar year in default with respect which all or a portion of the Certificates are first sold by Washington Mutual to any party other than an affiliate. The Delivery Date is hereby designated as the related Mortgage Loan or such default is"startup day" (a "Startup Day") of the Trust REMIC and the Class AR5 Delivery Date is hereby designated as the "startup day (a "Startup Day") for REMIC I and REMIC II, in each case, within the judgment meaning of Section 860G(a)(9) of the Special Servicer, reasonably foreseeable, Code for purposes of the Special Servicer election made under clause (x) of the preceding sentence and the date of the first sale of Certificates by Washington Mutual to any party other than an affiliate is hereby designated as the "startup day" for purposes of the protective election to be made pursuant to clause (y) of the preceding sentence. The "regular interests" (within the meaning of Section 860G of the Code) in the Trust REMIC shall consist of the Class A Certificates and the "residual interest" in the Trust REMIC shall consist of the Class R Certificates. The Depositor and the Trustee shall not permit any modification the creation of any material term "interests" (within the meaning of Section 860G of the Code) in the Trust REMIC other than the Class A and Class R Certificates. The "regular interests" (within the meaning of Section 860G of the Code) in REMIC I shall consist of the Class AR5 Regular Interests and the Class Y Regular Interests and the "residual interest" in REMIC I shall consist of the Class R-I Component. The Depositor and the Trustee shall not permit the creation of any Mortgage Loan, including any modification that would change "interests" (within the Mortgage Interest Rate, defer or forgive meaning of Section 860G of the payment Code) in REMIC I other than the regular interests therein and Class R-I Component. The "regular interests" (within the meaning of principal or Section 860G of the Code) in REMIC II shall consist of the Class I-A and the Class B Certificates and the "residual interest, reduce or increase " in REMIC II shall consist of the outstanding principal balance (except for actual payments of principal), change Class R-II Component. The Depositor and the final maturity date on such Mortgage Loan, or Trustee shall not permit any alteration, substitution or release the creation of any collateral for such Mortgage Loan"interests" (within the meaning of Section 860G of the Code) in REMIC II other than the Class I-A and Class B Certificates and the Class R-II Component. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO PropertySeller, unless (i) on behalf of the Owner Holders of the Class R Certificates, shall act as agent for the Class R Certificateholder and (ii) on behalf of the Holders of the Class I-R Certificates, shall act as agent for the Class I-R Certificateholder and shall act as the "tax matters person" (within the meaning of the REMIC Provisions) for the Trust REMIC, REMIC I and REMIC II, as applicable, in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class R Certificate and I-R Certificate, each Holder thereof shall have been supplied with an Opinion of Counsel agreed to such appointment and shall have consented to the effect that appointment of the holding by the Trust Fund of such Mortgaged Property subsequent Trustee as its agent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes act on "prohibited transactions" behalf of the Trust Fund REMIC, REMIC I and REMIC II, as applicable, pursuant to the specific duties outlined herein. (c) A Holder of any of the Class R Certificates or Class I-R Certificates by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trustee, the amount of any minimum California state franchise taxes due with respect to the Trust REMIC, REMIC I or REMIC II, as applicable, under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trustee shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trustee. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in section Section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer tax shall have applied for, not later than 61 days prior be charged against amounts otherwise available for distribution to the expiration applicable Holder of such threea Class R or I-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence R Certificate and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly then against amounts otherwise available for distribution to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent Holders of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment Regular Certificates in accordance with Section 7.03the provisions set forth in Sections 4.02 and 4.03, and minus (d) respectively. The Trustee shall promptly deposit in the Certificate Account any amounts attributable to Monthly Payments collected but due on amount of "prohibited transaction" tax that results from a due date or dates subsequent to the first day breach of the month Trustee's duties under this Agreement. The Servicer shall promptly deposit in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Due Period for such amountsServicer's duties under this Agreement."

Remic Provisions. (a) Unless the Mortgagor is in default with respect to the related Mortgage Loan or such default is, in the judgment of the Special Servicer, reasonably foreseeable, the Special Servicer shall not permit any modification of any material term of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 1920. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor is in default with respect Trust Administrator to treat the related Mortgage Loan or such default is, Trust Fund as the number of separate REMICs specified in the judgment Preliminary Statement (each, a "REMIC") under the Code and, if necessary, under applicable state law and apply such Preliminary Statement in determining the rights of the Special Servicer, reasonably foreseeable, Interests in REMICs thereby created. Each such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the Special Servicer taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is hereby designated as the "startup day" of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in each REMIC shall not consist of the regular interests with the terms set forth for each REMIC in the Preliminary Statement and the Class AR and Class AR-L Certificates shall represent the beneficial ownership of the "residual interest" in each REMIC created hereunder. Neither the Depositor nor the Trust Administrator nor the Trustee shall permit any modification the creation of any material term "interests" (within the meaning of Section 860G of the Code) in any Mortgage Loan, including any modification that would change REMIC other than as set forth in the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanPreliminary Statement. (b) The Special Trust Administrator as the holder of the Tax Matters Certificate, shall act as the "tax matters person" (within the meaning of the REMIC Provisions) for each REMIC created hereunder, in the manner provided under Treasury regulations section 1.860F 4(d) and temporary Treasury regulations section 301.6231(a)(7) 1T. In the event that for any reason, the Trust Administrator is not recognized as the tax matters person then the Trust Administrator shall act as agent for the Class AR and the Class AR-L Certificateholder as tax matters person. By its acceptance of a Class AR or Class AR-L Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trust Administrator as its agent to act on behalf of each REMIC created hereunder pursuant to the specific duties outlined herein. (c) A Holder of the Class AR or Class AR-L Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trust Administrator, the amount of any minimum California state franchise taxes due with respect to each REMIC created hereunder under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trust Administrator shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trust Administrator. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Class AR or Class AR-L Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Section 4.01. The Trust Administrator or the Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trust Administrator's or the Trustee's duties, respectively, under this Agreement. The Master Servicer or the related Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Master Servicer's or such Servicer's duties, respectively, under this Agreement. (d) The Trust Administrator shall act as soon attorney in fact and as possible the tax matters person of each REMIC created hereunder and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trust Administrator shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for each REMIC created hereunder when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the Code and shall provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC created hereunder, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trust Administrator. The Depositor, the Master Servicer and the related Servicer shall provide on a prompt and timely basis to the Trust Administrator or its designee such information with respect to each REMIC created hereunder as is in their possession and reasonably required or requested by the Trust Administrator to enable it to perform its obligations under this subsection. In its capacity as attorney in fact and as the tax matters person, the Trust Administrator shall also: (A) act on behalf of each REMIC created hereunder in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on each REMIC created hereunder when and as the same shall be due and payable (but such obligation shall not prevent the Trust Administrator or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trust Administrator from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trust Administrator shall provide (i) to any transferor of a Class AR or Class AR-L Certificate such information as is necessary for the application of any tax relating to the transfer of a Class AR or Class AR-L Certificate to any Person who is not a permitted transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC created hereunder. (f) The Trustee, to the extent directed by the Trust Administrator, the Depositor and the Holder of the Class AR or Class AR-L Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, to the extent directed or (in the case of a failure to act) not directed by the Trust Administrator, nor the Holder of the Class AR or Class AR-L Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of each REMIC created hereunder as a REMIC or (ii) result in the imposition of a tax upon a REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have been supplied with received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee and the Trust Administrator shall not take or fail to take any action (whether or not authorized hereunder) as to which the Master Servicer, a Servicer or the Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to a REMIC or their assets, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the holding by terms of this Agreement, the Trustee and the Trust Administrator will consult with the Master Servicer, the Servicers and the Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder and the Trustee and the Trust Administrator shall not take any such action or cause that REMIC to take any such action as to which the Master Servicer, any Servicer or the Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Class AR or Class AR-L Certificates will consult with the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trust Administrator has advised it in writing that an Adverse REMIC Event could occur. The Trustee and the Trust Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Trust Administrator will, to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of each REMIC created hereunder as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund any REMIC created hereunder, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to of such Mortgaged Property within the meaning of section REMIC, as defined in Section 860G(c) of the Code, or (iii) cause on any contributions to a REMIC after the sale of such Mortgaged Property Startup Day therefor pursuant to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BSection 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the related Servicer, if such Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund with respect against such tax or if such tax arises out of or results from a breach of such Servicer's duties under (x) Section 2.07(j) of this Agreement to the imposition of not enter into any arrangement by which a REMIC would receive a fee or other compensation for services or to permit such taxes.REMIC to receive any income from assets other than " 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: qualified mortgages" or "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts.permitted investments,"

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor Trust Administrator to treat the Trust Fund (exclusive of any entitlement to Dividend Returned Interest pursuant to Section 4.01(D) herein) as three separate REMICs (the "REMIC") under the Code and, if necessary, under applicable state law. Each such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is hereby designated as the "startup day" of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in default with respect the Master REMIC shall consist of the Regular Certificates (exclusive of any entitlement to Dividend Returned Interest pursuant to Section 4.01(D) herein) and the Class AR Certificates shall represent the beneficial ownership of the "residual interest" in each REMIC created hereunder. Neither the Depositor nor the Trust Administrator nor the Trustee shall permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC other than the Certificates. The Trust Administrator shall separately account for Dividend Returned Interest as an obligation of the related Servicer to pay contingent interest to the related Mortgage Loan or such default is, in the judgment of the Special Servicer, reasonably foreseeable, the Special Servicer shall not permit any modification of any material term of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanClass I-X Certificates. (b) The Special Trust Administrator shall act as agent for the "Tax Matters Person" for each REMIC, in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class AR Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trust Administrator as its agent to act on behalf of each REMIC pursuant to the specific duties outlined herein. (c) The Holders of the Class AR Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trust Administrator, the amount of any minimum California state franchise taxes due with respect to each REMIC created hereunder under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trust Administrator shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holders in the event such Holders do not promptly pay such amount upon demand by the Trust Administrator. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the Holders of a Class AR Certificates and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Section 4.01. The Trust Administrator or the Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trust Administrator's or the Trustee's duties, respectively, under this Agreement. The Master Servicer or the related Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Master Servicer's or such Servicer's duties, respectively, under this Agreement. (d) The Trust Administrator shall act as soon attorney-in-fact and as possible agent on behalf of the Tax Matters Person of each REMIC created hereunder and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trust Administrator shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for each REMIC created hereunder when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the Code and shall provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC created hereunder, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trust Administrator. The Depositor, the Master Servicer and the related Servicer shall provide on a prompt and timely basis to the Trust Administrator or its designee such information with respect to each REMIC created hereunder as is in their possession and reasonably required or requested by the Trust Administrator to enable it to perform its obligations under this subsection. In its capacity as attorney-in-fact and as agent on behalf of the Tax Matters Person, the Trust Administrator shall also: (A) act on behalf of each REMIC created hereunder in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on each REMIC created hereunder when and as the same shall be due and payable (but such obligation shall not prevent the Trust Administrator or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trust Administrator from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trust Administrator shall provide (i) to any transferor of a Class AR Certificate such information as is necessary for the application of any tax relating to the transfer of a Class AR Certificate to any Person who is not a permitted transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC created hereunder. (f) The Trustee, to the extent directed by the Trust Administrator, the Depositor and the Holders of the Class AR Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, to the extent directed by the Trust Administrator, the Depositor nor the Holders of the Class AR Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of each REMIC created hereunder as a REMIC or (ii) result in the imposition of a tax upon a REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have been supplied with received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee and the Trust Administrator shall not take or fail to take any action (whether or not authorized hereunder) as to which the Master Servicer, a Servicer or the Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to a REMIC or their assets, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the holding by terms of this Agreement, the Trustee and the Trust Administrator will consult with the Master Servicer, the Servicers and the Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder and the Trustee and the Trust Administrator shall not take any such action or cause that REMIC to take any such action as to which the Master Servicer, any Servicer or the Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the terms of this Agreement, the Holders of the Class AR Certificates will consult with the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur. The Trustee and the Trust Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Trust Administrator will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of the REMICs as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund a REMIC, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to of such Mortgaged Property within the meaning of section REMIC, as defined in Section 860G(c) of the Code, or (iii) cause on any contributions to a REMIC after the sale of such Mortgaged Property Startup Day therefor pursuant to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BSection 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the related Servicer, if such Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund with respect against such tax or if such tax arises out of or results from a breach of such Servicer's duties under (x) Section 2.07(j) of this Agreement to the imposition of not enter into any arrangement by which a REMIC would receive a fee or other compensation for services or to permit such taxes.REMIC to receive any income from assets other than " 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."qualified mortgages" or

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor Trust Administrator to treat the Trust Fund as [four] separate REMICs (the "REMIC") under the Code and, if necessary, under applicable state law. Each such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is in default with respect to hereby designated as the related Mortgage Loan or such default is, "startup day" of each REMIC within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in the judgment Master REMIC shall consist of the Special Servicer, reasonably foreseeable, Regular Certificates and the Special Servicer "Class AR Certificates shall not represent the beneficial ownership of the "residual interest" in each REMIC. Neither the Depositor nor the Trust Administrator nor the Trustee shall permit any modification the creation of any material term "interests" (within the meaning of Section 860G of the Code) in any Mortgage Loan, including any modification that would change REMIC other than the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanCertificates. (b) The Special Trust Administrator on behalf of the Holders of the Class AR Certificates, shall act as agent for the Class AR Certificateholder as the "tax matters person" (within the meaning of the REMIC Provisions) for each REMIC, in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class AR Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trust Administrator as its agent to act on behalf of each REMIC pursuant to the specific duties outlined herein. (c) A Holder of the Class AR Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trust Administrator, the amount of any minimum California state franchise taxes due with respect to each REMIC created hereunder under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trust Administrator shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trust Administrator. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Class AR Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Section 4.01. The Trust Administrator or the Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trust Administrator's or the Trustee's duties, respectively, under this Agreement. The Master Servicer or the related Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Master Servicer's or such Servicer's duties, respectively, under this Agreement. (d) The Trust Administrator shall act as soon attorney-in-fact and as possible agent on behalf of the tax matters person of each REMIC and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trust Administrator shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for each REMIC when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the Code and shall have been supplied provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trust Administrator. The Depositor, the Master Servicer and the related Servicer shall provide on a prompt and timely basis to the Trust Administrator or its designee such information with respect to each REMIC as is in their possession and reasonably required or requested by the Trust Administrator to enable it to perform its obligations under this subsection. In its capacity as attorney-in-fact and as agent on behalf of the tax matters person, the Trust Administrator shall also: (A) act on behalf of each REMIC in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on each REMIC when and as the same shall be due and payable (but such obligation shall not prevent the Trust Administrator or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trust Administrator from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trust Administrator shall provide (i) to any transferor of a Class AR Certificate such information as is necessary for the application of any tax relating to the transfer of a Class AR Certificate to any Person who is not a permitted transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC. (f) The Trustee, to the extent directed by the Trust Administrator, the Depositor and the Holder of the Class AR Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, to the extent directed by the Trust Administrator, nor the Holder of the Class AR Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of each REMIC as a REMIC or (ii) result in the imposition of a tax upon a REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee and the Trust Administrator shall not take or fail to take any action (whether or not authorized hereunder) as to which the Master Servicer or Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to a REMIC or their assets, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the holding by terms of this Agreement, the Trustee and the Trust Administrator will consult with the Master Servicer and Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder and the Trustee and the Trust Administrator shall not take any such action or cause that REMIC to take any such action as to which the Master Servicer or Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Class AR Certificates will consult with the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur. The Trustee or the Trust Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Trust Administrator will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of the REMICs as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund any REMIC created hereunder, as defined in section 860F Section 860F(a)(2) of the Code, on "net income from foreclosure property" of such REMIC, as defined in Section 860G(c) of the Code, on any contributions to a REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or cause any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the related Servicer, if such Servicer has in its sole discretion determined to indemnify the Trust Fund against such tax or if such tax arises out of or results from a breach of such Servicer's duties under (x) Section 2.07(j) of this Agreement to not enter into any arrangement by which a REMIC would receive a fee or other compensation for services or to permit such REMIC to receive any income from assets other than "qualified mortgages" or "permitted investments", (y) Section 3.01 of this Agreement to not make or any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC, REMIC or result in which case the Trust Fund may continue to hold such Mortgaged Property (subject to imposition of any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expensetax under Section 860F(a) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860G(d) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary Code or (z) Section 3.11(c) of this Agreement to sell not cause any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section Section 860G(a)(8) of the Code, (ii) Code or to subject the Trust Fund any REMIC created hereunder to the imposition of any federal federal, state or state local income taxes on "net the income earned from foreclosure property" with respect to such Mortgaged Property within the meaning of section under Section 860G(c) of the CodeCode of otherwise, (ii) to the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement or if the Master Servicer has in its sole discretion determined to indemnify the Trust Fund against such tax, (iii) to the Trust Administrator, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article II, (iv) to the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article II, or (iiiv) cause otherwise against amounts on deposit in the sale Collection Account as provided by Section 3.08 and on the Distribution Date(s) following such reimbursement the aggregate of such Mortgaged Property to result taxes shall be allocated in reduction of the Interest Distribution Amount on each Class entitled thereto in the receipt same manner as if such taxes constituted a Prepayment Interest Shortfall. In accordance with Section 2.07(c), the related Servicer, the Master Servicer, the Trust Administrator or the Trustee, as applicable, shall promptly deposit in the Certificate Account any amount of such tax. For purposes of this Section 2.07(g), a tax is imposed following the final and unappealable determination under the Code of the amount of such tax and written notice thereof by the Tax Matters Person to the party to be charged. The failure of the related Servicer to promptly deposit in the Certificate Account any amount of such tax shall be an Event of Default, as provided in Section 8.01(b). However, in the case of WMMSC, the prompt deposit of any such amount in the Certificate Account shall cure any Special Event of Default unless notice of such Special Event of Default is accompanied by an Opinion of Counsel, at the expense of WMMSC, to the effect that the cumulative effect of WMMSC's breach or breaches, notwithstanding the deposit of the amounts of any such tax, shall have given rise to a substantial risk that any REMIC created hereunder would fail to continue to qualify as a REMIC. (h) The Trust Fund Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (i) Following the Startup Day, no Servicer nor the Trustee nor Trust Administrator shall accept any contributions of assets to any REMIC created hereunder unless (subject to Section 2.05) such Servicer, the Trustee or the Trust Administrator shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in a REMIC will not cause that REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding, or subject that REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (j) No Servicer nor the Trustee nor Trust Administrator shall (subject to Section 2.05) enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit such REMIC to receive any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."other than

Remic Provisions. (a) Unless a. The Company, as Servicer, and the Mortgagor is in default with respect to the related Mortgage Loan or such default isClass C Certificateholders, by acceptance thereof, each agrees that, in accordance with the judgment requirements of the Special Servicer, reasonably foreseeable, the Special Servicer shall not permit any modification of any material term of any Mortgage Loan, including any modification that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan. (b) The Special Servicer shall dispose of any REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited transactions" of the Trust Fund as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860D(b)(1) of the Code, in which case the three-federal tax return of the Trust for its first taxable year period shall provide that the segregated pools of assets comprising the Master REMIC and the Subsidiary REMIC, respectively, each elect to be extended by the applicable period. If treated as a period longer than three years is permitted REMIC under the foregoing sentence Code for such taxable year and all subsequent taxable years, and the Trustee shall sign such return. In furtherance of the foregoing, the Trustee (at the direction of the Company or the Servicer), the Company and the Servicer shall take, or refrain from taking, all such action as is necessary to sell maintain the status of each of the Master REMIC and Subsidiary REMIC as a REMIC under the REMIC Provisions of the Code, including, but not limited to, the taking of such action as is necessary to cure any REO Propertyinadvertent termination of REMIC status. For purposes of the REMIC election in respect of the Subsidiary REMIC, (i) the Special Servicer Subsidiary REMIC Regular Interests shall report monthly to be designated as the Owner as to "regular interests" in the progress being made in selling such REO Property Subsidiary REMIC and (ii) if, with the written consent Class C Subsidiary Certificate shall be designated as the sole class of "residual interests" in the Subsidiary REMIC. For purposes of the Owner, a purchase money mortgage is taken REMIC election in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would Master REMIC, (i) cause such Mortgaged Property to fail to qualify at the Certificates shall be designated as the "regular interests" in the Master REMIC and (ii) the Class C Master Certificate shall be designated as the sole Class of "residual interests" in the Master REMIC. The Trustee shall not permit the creation of any time as "foreclosure propertyinterests" in the Master REMIC or Subsidiary REMIC (within the meaning of section 860G(a)(8) Section 860G of the Code, ) other than the Subsidiary REMIC Regular Interests and the interests represented by the Certificates and the Class C Certificates. b. The Certificates are being issued in nineteen classes. The following terms of the Certificates are irrevocably established as of the Closing Date: ORIGINAL CLASS PASS-THROUGH RATE PRINCIPAL BALANCE CLASS PER ANNUM (iiOR NOTIONAL AMOUNT) subject the Trust Fund ----- --------- -------------------- Class HE: A-1 ARM a floating rate per annum $130,000,000 equal to the imposition lesser of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within (a) LIBOR plus the meaning of section 860G(c) of the CodePass-Through Margin, or (iiib) cause the sale of such Mortgaged Property to result Available Funds Pass-Through Rate, but in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect no case more than 14% Class HE: A-1 6.32% $210,936,000 Class HE: A-2 6.39% $123,694,000 Class HE: A-3 6.61% $ 72,254,000 Class HE: A-4 6.69% $ 10,789,000 Class HE: A-5 6.80% $ 14,077,000 Class HE: A-6 6.62% $ 35,000,000 Class HE: A-7 IO 8.00% Original Notional Amount: $35,000,000 Class HE: M-1 7.28% $ 42,560,000 Class HE: M-2 7.48% $ 26,390,000 Class HE: B-1 7.53% $ 24,675,000 Class HE: B-2 A floating rate equal to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the followingWeighted Average Home Equity Contract Rate, but in no event greater than 7.77% $ 9,625,000 Class HI: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."A-1 6.32% $ 44,331,000 Class HI: A-2 6.38% $ 30,710,000 Class HI: A-3 6.67% $ 32,959,000

Remic Provisions. (a) Unless The REMIC Administrator shall make an election to treat the Mortgagor is Loans in default with respect to Loan Group 2 and the related Mortgage proceeds of the Loans in Loan or such default isGroup 2 and the proceeds on deposit in the Payment Account as two REMICs under the Code and, if necessary, under applicable state law, in the judgment accordance with Section 2.06 of the Special ServicerTrust Agreement, reasonably foreseeabledesignated as REMIC I and REMIC II. Such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Securities are issued. For the purposes of the REMIC elections in respect of that portion of the Trust Estate, the Special Servicer REMIC I Regular Interests will be designated as the “regular interests” and Component I of the Class 2A-R Certificates will be the sole class of “residual interests” in REMIC I. For the purposes of the REMIC elections in respect of that portion of the Trust Estate, the REMIC II Regular Interests will be designated as the “regular interests” and Component II of the Class 2A-R Certificates will be the sole class of “residual interests” in REMIC II. The REMIC Administrator and the Trustee shall not permit any modification the creation of any material term “interests” (within the meaning of any Mortgage Loan, including any modification that would change Section 860G of the Mortgage Interest Rate, defer or forgive Code) in each REMIC elected in respect of the payment of principal or interest, reduce or increase Trust Fund other than the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loan“regular interests” and “residual interests” so designated. (b) The Special Servicer Closing Date is hereby designated as the “Startup Day” of each of REMIC I and REMIC II, as designated in clause (a) above, within the meaning of Section 860G(a)(9) of the Code. (c) The Indenture Trustee shall dispose act on behalf of any REO Property as soon as possible the “tax matters person” (within the meaning of the REMIC Provisions) for each REMIC created hereunder, in the manner provided under Treasury regulations section 1.860F 4(d) and temporary Treasury regulations section 301.6231(a)(7)1T. (d) The REMIC Administrator shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the taxable year for each REMIC created hereunder when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the Code and shall provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC created hereunder, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Noteholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions and, otherwise, shall, shall deliver such tax returns in a timely manner to the Owner Trustee, if the Owner Trustee is required to sign such returns in accordance with Section 5.03 of the Trust Agreement, and shall sign (if the Owner Trustee is not so required) and file such tax returns in a timely manner. The expenses of preparing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Owner Trustee with respect to any tax or liability arising from the Owner Xxxxxxx’s signing of Tax Returns that contain errors or omissions. The Servicer shall promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC Administrator to prepare Tax Returns. (e) The REMIC Administrator shall provide (i) to any Transferor of a Class 2A-R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class 2A-R Certificate to any Person who is not a Permitted Transferee, (ii) to the Indenture Trustee, and the Indenture Trustee shall forward to the Noteholders and the Certificateholders, such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC. (f) The Servicer and the REMIC Administrator shall take such actions and shall cause each REMIC created hereunder to take such actions as are reasonably within the Servicer’s or the REMIC Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary or desirable to maintain the status of each REMIC as a REMIC under the REMIC Provisions (and the Indenture Trustee shall assist the Servicer and the REMIC Administrator, to the extent reasonably requested by the Servicer and the REMIC Administrator to do so). The Servicer and the REMIC Administrator shall not knowingly or intentionally take any action, cause the Trust Estate to take any action or fail to take (or fail to cause to be taken) any action reasonably within their respective control that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any portion of any of the REMICs as a REMIC or (ii) result in the imposition of a tax upon any of the REMICs (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, in the absence of an Opinion of Counsel or the indemnification referred to in this sentence, an “Adverse REMIC Event”) unless the Servicer or the REMIC Administrator, as applicable, has received an Opinion of Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Servicer or the REMIC Administrator, as applicable, determines that taking such action is in the best interest of the Trust Estate and the Noteholders and the Certificateholders, at the expense of the Trust Estate, but in no event at the expense of the Servicer, the REMIC Administrator, the Owner Trustee or the Indenture Trustee) to the effect that the contemplated action will not, with respect to each REMIC created hereunder, endanger such status or, unless the Servicer, the REMIC Administrator or both, as applicable, determine in its or their sole discretion to indemnify the Trust Estate against the imposition of such a tax, result in the imposition of such a tax. Wherever in this Agreement a contemplated action may not be taken because the timing of such action might result in the imposition of a tax on the Trust Estate, or may only be taken pursuant to an Opinion of Counsel that such action would not impose a tax on the Trust Estate, such action may nonetheless be taken provided that the indemnity given in the preceding sentence with respect to any taxes that might be imposed on the Trust Estate has been given and that all other preconditions to the taking of such action have been supplied with satisfied. The Indenture Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Servicer or the REMIC Administrator, as applicable, has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to any of the holding REMICs created hereunder or any related assets thereof, or causing any of the REMICs to take any action, which is not expressly permitted under the terms of this Agreement, the Indenture Trustee will consult with the Servicer or the REMIC Administrator, as applicable, or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any of the REMICs, and the Indenture Trustee shall not take any such action or cause either REMIC to take any such action as to which the Servicer or the REMIC Administrator, as applicable, has advised it in writing that an Adverse REMIC Event could occur. The Servicer or the REMIC Administrator, as applicable, may consult with counsel to make such written advice, and the cost of same shall be borne by the Trust Fund party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond such three-year period for which Servicer or the Mortgaged Property REMIC Administrator. At all times as may be held) required by the Code, the Servicer and the Indenture Trustee will not result in to the imposition extent within its control and the scope of taxes on "prohibited transactions" its duties more specifically set forth herein, maintain substantially all of the Trust Fund assets of each REMIC created hereunder as “qualified mortgages” as defined in section 860F Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code. (g) In the event that any tax is imposed on “prohibited transactions” of any of the REMICs created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of any of the REMICs as defined in Section 860G(c) of the Code, on any contributions to any of the REMICs after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement or the Servicer has in its sole discretion determined to indemnify the Trust Estate against such tax, (ii) to the Indenture Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, or (iii) otherwise against amounts on deposit in the Custodial Account and on the Payment Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the accrued interest due on each Class entitled thereto on a pro rata basis. (h) The Indenture Trustee and the Servicer shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (i) Following the Startup Day, neither the Servicer nor the Indenture Trustee shall accept any contributions of assets to any of the REMICs created hereunder unless (subject to Section 11.01(f)) the Servicer and the Indenture Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in such REMIC will not cause either of the related REMIC REMICs to fail to qualify as a REMICREMIC at any time that any Group 2 Notes or Class 2A-R Certificates are outstanding or subject either of the REMICs to any tax under the REMIC Provisions or other applicable provisions of federal, in which case state and local law or ordinances. (j) Neither the Trust Fund may continue to hold such Mortgaged Property Servicer nor the Trustee shall (subject to Section 11.01(f)) enter into any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated arrangement by section 856(e)(3) which either of the Code, in which case the three-year period shall be extended by the applicable period. If REMICs created hereunder will receive a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent fee or other compensation for services nor permit either of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant REMICs to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the Trust Fund of receive any income from non-permitted assets as described in section 860F(a)(2)(B) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in the Custodial Account as of the close of business on the last day of the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts."assets

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor is in default with respect Trustee to treat each of REMIC I and REMIC II as a REMIC under the related Mortgage Loan Code and, if necessary, under applicable state law. Each such election will be made on Form 1066 or such default is, in other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the judgment taxable year ending on the last day of the Special Servicer, reasonably foreseeable, calendar year in which the Special Servicer Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold by Chevy Chase to a third party. The Delivery Date is hereby designated as the "startup day" of each of REMIC I and REMIC II within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in REMIC I shall consist of the REMIC I Regular Interests and the "residual interest" in REMIC I shall consist of the Class R-I Certificates. The "regular interests" (within the meaning of Section 860G of the Code) in REMIC II shall consist of the Class A and Class S Certificates and the "residual interest" in REMIC II shall consist of the Class R-II Certificates. The Depositor and the Trustee shall not permit any modification the creation of any material term "interests" (within the meaning of any Mortgage LoanSection 860G of the Code) in REMIC I or REMIC II other than the REMIC I Regular Interests and Class R-I Certificates and the Class A Certificates, including any modification that would change the Mortgage Interest RateClass S Certificates and Class R-II Certificates, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage Loanrespectively. (b) Chevy Chase Bank, F.S.B. on behalf of the Holders of the Class R-I Certificates and Class R-II Certificates, shall act as agent for the Class R-I Certificateholder and Class R-II Certificateholder as the "tax matters person" (within the meaning of the REMIC Provisions) for REMIC I and REMIC II, respectively, in the manner provided under Treasury regulations section 1.860F- 4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class R Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trustee as its agent to act on behalf of REMIC I and REMIC II pursuant to the specific duties outlined herein. (c) A Holder of the Class R-I or Class R-II Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trustee, the amount of any minimum California state franchise taxes due with respect to REMIC I or REMIC II, respectively, under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trustee shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trustee. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Class R Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Sections 4.02 and 4.03, respectively. The Special Trustee shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trustee's duties under this Agreement. The Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Servicer's duties under this Agreement. (d) The Trustee shall act as soon attorney-in-fact and as possible agent on behalf of the tax matters person of REMIC I and shall sell REMIC II and in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trustee shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for REMIC I and REMIC II when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of REMIC I and REMIC II in compliance with the Code and shall have been supplied provide copies of such returns as required by the Code; (ii) make an election, on behalf of REMIC I and REMIC II, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trustee. The Depositor and Servicer shall provide on a prompt and timely basis to the Trustee or its designee such information with respect to REMIC I and REMIC II as is in their possession and reasonably required or requested by the Trustee to enable it to perform its obligations under this subsection. In its capacity as attorney-in-fact and as agent on behalf of the tax matters person, Xxxxx Xxxxx shall also: (A) act on behalf of REMIC I and REMIC II in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on REMIC I or REMIC II when and as the same shall be due and payable (but such obligation shall not prevent the Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trustee shall provide (i) to any transferor of a Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a permitted transferee, (ii) to the Trustee and the Trustee shall forward to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each of REMIC I and REMIC II. (f) The Trustee, the Depositor and the Holder of the Class R Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of each of REMIC I and REMIC II as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee nor the Holder of the Class R Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of either REMIC I or REMIC II as a REMIC or (ii) result in the imposition of a tax upon either REMIC I or REMIC II (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Servicer or Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to REMIC I or REMIC II or their assets, or causing REMIC I and REMIC II to take any action, which is not expressly permitted under the holding by terms of this Agreement, the Trustee will consult with the Servicer and Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to REMIC I or REMIC II, and the Trustee shall not take any such action or cause REMIC I or REMIC II to take any such action as to which the Servicer or Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to either REMIC I or REMIC II or the assets therein, or causing either REMIC I or REMIC II to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Class R Certificates will consult with the Trustee or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to either REMIC I or REMIC II, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trustee has advised it in writing that an Adverse REMIC Event could occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be heldborne by the party seeking to take action not permitted byred by the Code, the Servicer will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of REMIC I and REMIC II as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund REMIC I or REMIC II, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property within the meaning of section REMIC I or REMIC II, as defined in Section 860G(c) of the Code, on any contributions to REMIC I or (iii) cause REMIC II after the sale of such Mortgaged Property Startup Day therefor pursuant to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BSection 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement or if the Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund with respect against such tax, (ii) to the imposition Trustee, if such tax arises out of or results from a breach by the Trustee of any such taxes." 19. The first paragraph of Section 4.01 is hereby deleted and replaced with the following: "On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer its obligations under this Article II, or (aiii) all otherwise against amounts deposited on deposit in the Custodial Account as provided by Section 3.09 and on the Distribution Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the close Interest Distribution Amount on each Class entitled thereto in the same manner as if such taxes constituted a Prepayment Interest Shortfall. (h) The Trustee and the Servicer shall, for federal income tax purposes, maintain books and records with respect to REMIC I and REMIC II on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (i) Following the Startup Day, neither the Servicer nor the Trustee shall accept any contributions of business on assets to REMIC I or REMIC II unless (subject to 2.06(f)) the last day Servicer and the Trustee shall have received an Opinion of Counsel (at the expense of the related Due Period party seeking to make such contribution) to the effect that the inclusion of such assets in REMIC I or REMIC II will not cause either REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding, or subject REMIC I or REMIC II to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (net of charges against or withdrawals from j) Neither the Custodial Account pursuant Servicer nor the Trustee shall (subject to Section 3.042.06(f), plus ) enter into any arrangement by which REMIC I or REMIC II will receive a fee or other compensation for services nor permit either such REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. (bk) all amounts, if any, which the Servicer is obligated to advance pursuant to Section 7.03, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received Within 30 days after the applicable Prepayment Period, which amounts shall be remitted on the following Remittance Closing Date, together the Trustee shall prepare and file with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and minus (d) any amounts attributable to Monthly Payments collected but due on a due date or dates subsequent to the first day Issuers of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period Collateralized Debt Obligations" for such amountsREMIC I and REMIC II."

Remic Provisions. (a) Unless The Depositor hereby elects and authorizes the Mortgagor Trust Administrator to treat the Trust Fund as four separate REMICs (the "REMIC") under the Code and, if necessary, under applicable state law. Each such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is in default with respect to hereby designated as the related Mortgage Loan or such default is, "startup day" of each REMIC within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in the judgment Master REMIC shall consist of the Special Servicer, reasonably foreseeable, Regular Certificates and the Special Servicer "Class AR Certificates shall not represent the beneficial ownership of the "residual interest" in each REMIC. Neither the Depositor nor the Trust Administrator nor the Trustee shall permit any modification the creation of any material term "interests" (within the meaning of Section 860G of the Code) in any Mortgage Loan, including any modification that would change REMIC other than the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal), change the final maturity date on such Mortgage Loan, or permit any alteration, substitution or release of any collateral for such Mortgage LoanCertificates. (b) The Special Trust Administrator on behalf of the Holders of the Class AR Certificates, shall act as agent for the Class AR Certificateholder as the "tax matters person" (within the meaning of the REMIC Provisions) for each REMIC, in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By its acceptance of a Class AR Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trust Administrator as its agent to act on behalf of each REMIC pursuant to the specific duties outlined herein. (c) A Holder of the Class AR Certificates, by the purchase of such Certificates, shall be deemed to have agreed to timely pay, upon demand by the Trust Administrator, the amount of any minimum California state franchise taxes due with respect to each REMIC under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the Trust Administrator shall be authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by the Trustee. In the event that any other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable Holder of a Class AR Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the provisions set forth in Section 4.01. The Trust Administrator shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trust Administrator's duties under this Agreement. The Servicer shall dispose promptly deposit in the Certificate Account any amount of any REO Property "prohibited transaction" tax that results from a breach of the Servicer's duties under this Agreement. (d) The Trust Administrator shall act as soon attorney-in-fact and as possible agent on behalf of the tax matters person of each REMIC and shall sell in such REO Property in any event within three years after title has been taken to such REO Property, unless capacity the Trust Administrator shall: (i) prepare, sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar year as the Owner taxable year for each REMIC when and as required by the REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the Code and shall have been supplied provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trust Administrator. The Depositor and Servicer shall provide on a prompt and timely basis to the Trust Administrator or its designee such information with respect to each REMIC as is in their possession and reasonably required or requested by the Trust Administrator to enable it to perform its obligations under this subsection. In its capacity as attorney-in-fact and as agent on behalf of the tax matters person, the Trust Administrator shall also: (A) act on behalf of each REMIC in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on each REMIC when and as the same shall be due and payable (but such obligation shall not prevent the Trust Administrator or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trust Administrator from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). (e) The Trust Administrator shall provide (i) to any transferor of a Class AR Certificate such information as is necessary for the application of any tax relating to the transfer of a Class AR Certificate to any Person who is not a permitted transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC. (f) The Trustee, to the extent directed by the Trust Administrator, the Depositor and the Holder of the Class AR Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, to the extent directed by the Trust Administrator, nor the Holder of the Class AR Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of each REMIC as a REMIC or (ii) result in the imposition of a tax upon a REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. The Trustee and the Trust Administrator shall not take or fail to take any action (whether or not authorized hereunder) as to which a Servicer or Depositor has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to a REMIC or their assets, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the holding by terms of this Agreement, the Trustee and the Trust Administrator will consult with the Servicers and Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder and the Trustee and the Trust Administrator shall not take any such action or cause that REMIC to take any such action as to which any Servicer or Depositor has advised it in writing that an Adverse REMIC Event could occur. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any REMIC created hereunder to take any action, which is not expressly permitted under the terms of this Agreement, the Holder of the Class AR Certificates will consult with the Trust Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder, and no such Person shall take any action or cause the Trust Fund of to take any such Mortgaged Property subsequent action as to such three-year period (and specifying the period beyond such three-year period for which the Mortgaged Property Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur. The Trustee or the Trust Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by this Agreement. At all times as may be heldrequired by the Code, the Trust Administrator will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of the REMICs as "qualified mortgages" as defined in Section 860G(a)(3) will not result of the Code and "permitted investments" as defined in Section 860G(a)(5) of the imposition of taxes Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust Fund a REMIC, as defined in section 860F of the Code, or cause the related REMIC to fail to qualify as a REMIC, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Special Servicer's expense) or the Special Servicer shall have applied for, not later than 61 days prior to the expiration of such three-year period, an extension of such three-year period in the manner contemplated by section 856(e)(3Section 860F(a)(2) of the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Special Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Special Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the Special Servicer and the Owner shall be entered into with respect to such purchase money mortgage. Notwithstanding any other provision of this Agreement, no Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any time as "foreclosure property" within the meaning of section 860G(a)(8) of the Code, (ii) subject the Trust Fund to the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to of such Mortgaged Property within the meaning of section REMIC, as defined in Section 860G(c) of the Code, or (iii) cause on any contributions to a REMIC after the sale of such Mortgaged Property Startup Day therefor pursuant to result in the receipt by the Trust Fund of any income from non-permitted assets as described in section 860F(a)(2)(BSection 860G(d) of the Code, unless or any other tax is imposed by the Special Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to a Servicer, if such tax arises out of or results from a breach by such Servicer of any of its obligations under this Agreement or if such Servicer has agreed in its sole discretion determined to indemnify and hold harmless the Trust Fund against such tax, (ii) to the Trust Administrator, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article II, (iii) to the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article II, or (iv) otherwise against amounts on deposit in the Collection Account as provided by Section 3.08 and on the Distribution Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the Interest Distribution Amount on each Class entitled thereto in the same manner as if such taxes constituted a Prepayment Interest Shortfall. (h) The Trust Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis or as otherwise may be required by the imposition REMIC Provisions. (i) Following the Startup Day, no Servicer nor the Trustee nor Trust Administrator shall accept any contributions of assets to any REMIC created hereunder unless (subject to Section 2.05) such Servicer, the Trustee or the Trust Administrator shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in a REMIC will not cause that REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding, or subject that REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (j) No Servicer nor the Trustee nor Trust Administrator shall (subject to Section 2.05) enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit such REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. (k) Within 30 days after the Closing Date, the Trust Administrator shall prepare and file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for each REMIC. (l) Neither the Trustee, Trust Administrator nor any Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of any such taxes." 19. The first paragraph REMIC created hereunder, (iii) the termination of Section 4.01 is hereby deleted and replaced with any REMIC created hereunder pursuant to Article X of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any assets for a REMIC, nor sell or dispose of any investments in the following: "On each Remittance Collection Account or the Certificate Account for gain nor accept any contributions to a REMIC after the Closing Date the Servicer shall remit by wire transfer of immediately available funds to the Master Servicer (a) all amounts deposited in unless it has received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not affect adversely the Custodial Account status of any REMIC created hereunder as of the close of business on the last day of the related Due Period (net of charges against a REMIC or withdrawals from the Custodial Account pursuant to Section 3.04), plus (b) all amountsunless such Servicer has determined in its sole discretion to indemnify the Trust Fund against such tax. (m) In order to enable the Trustee and the Trust Administrator to perform their duties as set forth herein, if anythe Depositor shall provide, which or cause to be provided to the Servicer is obligated to advance pursuant to Section 7.03Trustee and the Trust Administrator, minus (c) any amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds or REO Disposition Proceeds received within ten days after the applicable Prepayment PeriodClosing Date, which amounts all information or data that the Trustee and the Trust Administrator determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans and the Trustee and the Trust Administrator shall be remitted entitled to rely upon any and all such information and data in the performance of its duties set forth herein. Thereafter, each Servicer shall provide, promptly upon request therefor, any such additional information or data that the Trustee or the Trust Administrator may from time to time reasonably request in order to enable the Trustee and the Trust Administrator to perform their duties as set forth herein and the Trustee and the Trust Administrator shall be entitled to rely upon any and all such information and data in the performance of its duties set forth herein. DLJMC shall indemnify the Trustee and the Trust Administrator and hold its harmless for any loss, liability, damage, claim or expense of the Trustee and the Trust Administrator arising from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Trustee and the Trust Administrator on a timely basis. Each Servicer shall indemnify the following Remittance DateTrustee and the Trust Administrator and hold it harmless for any loss, together with liability, damage, claim or expense of the Trustee and the Trust Administrator arising from any additional interest failure of such Servicer to provide, or to cause to be provided, accurate information or data required to be deposited in provided by such Servicer to the Custodial Account in connection with such Principal Prepayment in accordance with Section 7.03, Trustee and minus (d) any amounts attributable to Monthly Payments collected but due the Trust Administrator on a due date or dates subsequent timely basis. The indemnification provisions hereunder shall survive the termination of this Agreement and shall extend to the first day of the month in which such Remittance Date occurs, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amountsany co-trustee and co-trust administrator appointed pursuant to this Agreement."