Common use of REMIC-Related Covenants Clause in Contracts

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer Servicer, the Paying Agent and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also Paying Agent will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The None of the Depositor, the Servicer, the Paying Agent or the Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]The Trustee shall not be liable hereunder for any taxes imposed on any REMIC hereunder as the result of any direction taken hereunder from the Servicer or any action of the Servicer or Paying Agent hereunder.

REMIC-Related Covenants. It is intended that each REMIC formed hereunder shall constitute, and that the affairs of each REMIC shall be conducted so as to qualify it as, a REMIC as defined in and in accordance with the REMIC Provisions. For as long as the Trust Fund shall exist, the Trustee, the Servicer and the Trustee Tax Matters Person shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMICREMIC and avoid the imposition of tax on the Trust. In particular: (a) The Servicer Trustee shall not create, or knowingly permit the creation of, any "“interests" ” in any REMIC created hereunder within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such interests represented by the Regular Certificates, the REMIC designated as such in Section 2.04(a) II Regular Interests and the "residual interest" in each such REMIC designated as such in Section 2.04(a);Residual Certificates. (b) As of all times Except as may be required by otherwise provided in the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer Seller shall not permit grant and the Trustee shall not accept property unless (i) substantially all of the transfer property held in the Trust constitutes either “qualified mortgages” or substitution of any Mortgage Loan other than pursuant to Section 3.03“permitted investments” as defined in Code Sections 860G(a)(3) and (5), 5.01 or 5.21 of this Agreementrespectively, and (ii) no property shall be contributed to the Servicer shall, in any case, Trust after the Startup Day unless such grant would not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of subject any REMIC created hereunder, that such transfer or substitution would not adversely affect to the 100% tax on contributions to a REMIC status of any REMIC created hereunder or would not otherwise be prohibited after its Startup Day imposed by this Agreement;Code Section 860G(d). (c) The Servicer Trustee shall ensure that no REMIC created hereunder receives a not accept on behalf of the Trust any fee or other compensation for services (other than as otherwise provided herein) and that no REMIC created hereunder receives shall not accept on behalf of the Trust any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder;a REMIC. (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Section 2.02, 2.04 or of any Eligible Investment 3.16), unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "“qualified liquidation" ” as defined in Code Section 860F(a)(4860F(a)(4)(A) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes;accordance with Article VIII. (e) The Trustee and the Tax Matters Person shall maintain books with respect to each REMIC on a calendar year and on an accrual basis. (f) Upon filing with the Internal Revenue Service, the Tax Matters Person shall furnish to the Holders of the Residual Certificates the Form 1066 and each Form 1066Q for the applicable REMIC and shall respond promptly to written requests made not accept more frequently than quarterly by any contribution Holder of Residual Certificates with respect to any REMIC the following matters: (i) The original projected principal and interest cash flows on the Closing Date on each class of regular and residual interests created hereunder after and on the Startup Day without an Opinion of Counsel (which shall not be an expense Mortgage Loans, based on 120% and 100% of the Trustee) that such contribution is included within applicable Prepayment Assumption in the exceptions provided in Section 860G(d)(2) case of the Code andfixed rate and adjustable rate Mortgage Loans, thereforerespectively; (ii) The projected remaining principal and interest cash flows as of the end of any calendar quarter with respect to each class of regular and residual interests created hereunder and the Mortgage Loans, will not be subject based on 120% and 100% of the applicable Prepayment Assumption in the case of the fixed rate and adjustable rate Mortgage Loans, respectively; (iii) The applicable percentage of the Prepayment Assumption and any interest rate assumptions used in determining the projected principal and interest cash flows described above; (iv) The original issue discount (or, in the case of the Mortgage Loans, market discount) or premium accrued or amortized through the end of such calendar quarter with respect to each class of regular or residual interests created hereunder and with respect to the tax imposed by Section 860G(d)(1Mortgage Loans, together with each constant yield to maturity used in computing the same; (v) The treatment of losses realized with respect to the CodeMortgage Loans or the regular interests created hereunder, including the timing and amount of any cancellation of indebtedness income of each REMIC with respect to such regular interests or bad debt deductions claimed with respect to the Mortgage Loans; (vi) The amount and timing of any non-interest expenses of each REMIC; and (fvii) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required Any taxes (including adjusting the Purchase Price for any Mortgage Loanpenalties and interest) where the Servicer deems such action imposed on each REMIC, including, without limitation, taxes on “prohibited transactions,” “contributions” or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations “net income from foreclosure property” or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) state or local income or franchise taxes. In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, tax is imposed on “prohibited transactions” of the Trust as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of a REMIC as defined in Section 860G(c) of the Code, on any REMIC created hereundercontribution to the Trust after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax (other than any minimum tax imposed by Section 24874 and 23153 of the California Revenue and Taxation Code) is imposed, such tax shall be treated paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Tax Matters Person, if such tax arises out of or results from a breach by the Tax Matters Person of any of the obligations under this Agreement, (iii) 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 (iv) otherwise the Holders of the applicable Residual Certificates in proportion to their Percentage Interests. To the same manner as a Realized Loss and shall be charged extent any tax is chargeable against the Holders of the Residual Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Holders of the Certificates, except as provided in applicable Residual Certificates on any Distribution Date sufficient funds to reimburse the last sentence Trustee for the payment of this Section 5.28 such tax (gto the extent that the Trustee has not been previously reimbursed or indemnified therefor). The Trustee orshall not engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)), if a Paying Agent has been appointed under Section 4.05except that, with the prior written consent of the Seller, the Paying Agent Trustee may engage in the activities otherwise prohibited by the foregoing clauses (b), (c) and (d), provided that the Seller shall withdraw have delivered to the Trustee an Opinion of Counsel to the effect that such transaction will not result in the imposition of a contribution or prohibited transaction tax on the Trust and will not disqualify any REMIC from treatment as a REMIC; and provided that the Collection Account sufficient funds Seller shall have demonstrated to the satisfaction of the Trustee that such action will not adversely affect the rights of the holders of the Certificates and the Trustee and that such action will not adversely impact the rating of the Offered Certificates. (g) Except as provided below, the Tax Matters Person shall pay out of its own funds, without any right of reimbursement, any and all tax related expenses of the Trust (including, but not limited to, tax return preparation and filing expenses and any professional fees or provide expenses related to audits or any administrative or judicial proceedings with respect to the Trust that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any Opinion of Counsel required pursuant to Sections 2.05, 3.06 and 10.02 and other than taxes except as specified herein. The Trustee and the Tax Matters Person shall be entitled to be reimbursed for any professional fees or expenses related to audits or any administrative or judicial proceedings that do not result from any breach of their respective duties hereunder. (h) On behalf of each REMIC, the payment ofTrustee, Servicer or Tax Matters Person, as applicable, shall do the following: (i) the Tax Matters Person shall prepare, sign and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066) and any other Tax Return required to be filed by each REMIC, using a calendar year as the taxable year for each REMIC; (ii) the Tax Matters Person shall make, or cause to be made, an election, on behalf of each REMIC, to be treated as a REMIC on the federal tax return of each REMIC for its first taxable year; (iii) the Tax Matters Person shall prepare and forward, or cause to be prepared and forwarded, to the Servicer, the Seller, the Trustee (which, subject to receipt thereof shall forward to the Certificateholders) and to actually pay, such tax the Internal Revenue Service and any other relevant governmental taxing authority all information returns or reports as is estimated and when required to be legally owed provided to them in accordance with the REMIC Provisions; (iv) the Trustee, the Tax Matters Person and the Servicer shall to the extent that the affairs of any REMIC are within its control, conduct such affairs of each REMIC at all times that any Certificates are outstanding so as to maintain the status of each REMIC as a REMIC under the REMIC Provisions and any other applicable federal, state and local laws, including, without limitation with respect to the Trustee, information reports relating to “original issue discount,” as defined in the Code, based upon 120% of the applicable Prepayment Assumption for fixed rate Mortgage Loans and 100% of the applicable Prepayment Assumption for adjustable rate Mortgage Loans, calculated by using the issue price of the Certificates; (v) the Trustee, the Servicer and Tax Matters Person shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC; (vi) the Trustee shall pay the amount of any and all federal, state and local taxes upon the Trustee or the Certificateholders in connection with the Trust or the Mortgage Loans, prohibited transaction taxes as defined in Section 860F of the Code, other than any amount due as a result of a transfer or attempted or purported transfer in violation of Section 6.02, imposed on the Trust when and as the same shall be due and payable (but such authorization obligation shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent or any other appropriate Person from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), contesting any such tax in appropriate proceedings, proceedings and shall not prevent the Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under shall be entitled to reimbursement for all such amounts in accordance with Section 4.05, 2.12; (vii) the Paying Agent is hereby authorized to Trustee and the Tax Matters Person shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent ensure that any such returns or reports filed on behalf of the Trust are properly executed by the appropriate person; (viii) the Tax Matters Person shall represent the Trust in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of the Trust, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of the Trust and otherwise act on behalf of the Trust in relation to any tax matter involving the Trust; (ix) the Trustee and the Tax Matters Person shall as provided in Section 6.02, make available information necessary for the computation of any tax imposed (1) on transferors of residual interests to transferees that are not Permitted Transferees or (2) on pass-through entities, any interest in which is paid held by an entity which is not a Permitted Transferee; (x) the Trustee and the Tax Matters Person shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is not a Permitted Transferee, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or applicable state or local tax authoritiesorganization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having as among its record holders at any time any Person that is not a Permitted Transferee. Reasonable compensation for providing such information may be accepted by the Trustee; and (xi) the Trustee, the Trustee or a Paying Agent has been appointed under Section 4.05Servicer and the Tax Matters Person shall cooperate with each other in connection with the foregoing obligations, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, including signing any Tax Returns to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]required by law.

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer Servicer, the Paying Agent and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "“interests" ” in any REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "“regular interests" ” in each such REMIC designated as such in Section 2.04(a) and the "“residual interest" ” in each such REMIC designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "“qualified mortgages" ” as defined in Section 860G(a)(3) of the Code and "“permitted investments" ” as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also Paying Agent will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "“qualified mortgages" ” within the meaning of Section 860G(a)(3) of the Code or "“permitted investments" ” within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The None of the Depositor, the Servicer, the Paying Agent or the Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "“prohibited transaction" ” within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "“prohibited transaction" ” under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "“net income from foreclosure property" ” under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]The Trustee shall not be liable hereunder for any taxes imposed on any REMIC hereunder as the result of any direction taken hereunder from the Servicer or any action of the Servicer or Paying Agent hereunder.

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder the Trust Fund as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any the REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such the REMIC designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Residual Interest; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder the Trust Fund will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the Trust Fund's compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMICthe Trust Fund. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder the Trust Fund or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives the Trust Fund does not receive a fee or other compensation for services and that no REMIC created hereunder receives the Trust Fund does not receive any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunderthe Trust Fund; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder the Trust Fund after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder the Trust Fund under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder the Trust Fund that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunderthe Trust Fund, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder the Trust Fund except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE End of Article V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.033.04, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two (2) years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder the Trust Fund as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder the Trust Fund within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC the Trust Fund designated as such in Section 2.04(a) and the "residual interest" in each such REMIC the Trust Fund designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder the Trust Fund will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the Trust Fund's compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulationsregulations) relating to the assets held by such REMICthe Trust Fund. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder the Trust Fund or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives the Trust Fund does not receive a fee or other compensation for services and that no REMIC created hereunder receives the Trust Fund does not receive any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunderthe Trust Fund; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder the Trust Fund after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder the Trust Fund under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder the Trust Fund that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunderthe Trust Fund, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder the Trust Fund except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each the REMIC created hereunder Pool as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any the REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such the REMIC Pool designated as such in Section 2.04(a) and the "residual interest" in each such the REMIC Pool designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each the REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the REMIC Pool's compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulationsregulations) relating to the assets held by such REMICthe REMIC Pool. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any the REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no the REMIC created hereunder receives Pool does not receive a fee or other compensation for services and that no the REMIC created hereunder receives Pool does not receive any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any the REMIC created hereunderPool; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any the REMIC created hereunder Pool after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each the REMIC created hereunder Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on any the REMIC created hereunder Pool that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any the REMIC created hereunderPool, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any the REMIC created hereunder Pool except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any either REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC Pool designated as such in Section 2.04(a) and the "residual interest" in each such REMIC Pool designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulationsregulations) relating to the assets held by such REMICeach REMIC Pool. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any either REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no neither REMIC created hereunder Pool receives a fee or other compensation for services and that no neither REMIC created hereunder Pool receives any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any either REMIC created hereunderPool; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any either REMIC created hereunder Pool after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each either REMIC created hereunder Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on any either REMIC created hereunder Pool that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any either REMIC created hereunderPool, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any either REMIC created hereunder Pool except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any each REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC Pool designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Residual Interest; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMICREMIC Pool. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any either REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no neither REMIC created hereunder Pool receives a fee or other compensation for services and that no neither REMIC created hereunder Pool receives any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any either REMIC created hereunderPool; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any either REMIC created hereunder Pool after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each either REMIC created hereunder Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on any either REMIC created hereunder Pool that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any either REMIC created hereunderPool, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any either REMIC created hereunder Pool except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V].

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder the Trust as a REMICREMIC and avoid the imposition of tax on the Trust. In particular: (a) The Servicer Trustee shall not create, or permit the creation of, any "“interests" ” in any REMIC created hereunder the Trust within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) interests represented by the Regular Certificates and the "residual interest" in each such REMIC designated as such in Section 2.04(a);Class R Certificates. (b) As of all times Except as may be required by otherwise provided in the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer Depositor shall not permit grant and the Trustee shall not accept property unless (i) substantially all of the transfer property held in the REMIC Trust constitutes either “qualified mortgages” or substitution of any Mortgage Loan other than pursuant to Section 3.03“permitted investments” as defined in Code Sections 860G(a)(3) and (5), 5.01 or 5.21 of this Agreementrespectively, and (ii) if such proposed contribution is to be contributed to the Servicer shallREMIC Trust after the start-up day, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution grant would not adversely affect subject the Trust to the 100% tax on contributions to a REMIC after the start-up day of the REMIC status of any REMIC created hereunder or would not otherwise be prohibited imposed by this Agreement;Code Section 860G(d). (c) The Servicer Trustee shall ensure that no REMIC created hereunder receives a not accept on behalf of the Trust any fee or other compensation for services (other than as otherwise provided herein) and that no REMIC created hereunder receives shall not accept on behalf of the Trust any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder;a REMIC. (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Sections 2.02, 2.04 or of any Eligible Investment 3.17), unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "“qualified liquidation" ” as defined in Code Section 860F(a)(4860F(a)(4)(A) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes;accordance with Article VIII. (e) The Trustee shall maintain books with respect to the Trust on a calendar year taxable year and on an accrual basis. (f) Upon filing with the Internal Revenue Service, the Trustee shall furnish to the Holders of the Class R Certificates the Form 1066 and each Form 1066Q and shall respond promptly to written requests made not accept more frequently than quarterly by any contribution Holder of Class R Certificates with respect to any REMIC the following matters: (i) The original projected principal and interest cash flows on the Closing Date on each class of regular and residual interests created hereunder after and on the Startup Day without an Opinion of Counsel Mortgage Loans, based on the Prepayment Assumption; (which shall not be an expense ii) The projected remaining principal and interest cash flows as of the Trusteeend of any calendar quarter with respect to each class of regular and residual interests created hereunder and the Mortgage Loans, based on the Prepayment Assumption; (iii) that such contribution is included within The Prepayment Assumption and any interest rate assumptions used in determining the exceptions provided projected principal and interest cash flows described above; (iv) The original issue discount (or, in Section 860G(d)(2) the case of the Code andMortgage Loans, therefore, will not be subject market discount) or premium accrued or amortized through the end of such calendar quarter with respect to each class of regular or residual interests created hereunder and with respect to the tax imposed by Section 860G(d)(1Mortgage Loans, together with each constant yield to maturity used in computing the same; (v) The treatment of losses realized with respect to the Mortgage Loans or the regular interests created hereunder, including the timing and amount of any cancellation of indebtedness income of the CodeREMIC with respect to such regular interests or bad debt deductions claimed with respect to the Mortgage Loans; (vi) The amount and timing of any non-interest expenses of the REMIC; and (fvii) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required Any taxes (including adjusting penalties and interest) imposed on the Purchase Price for any Mortgage Loan) where the Servicer deems such action REMIC, including, without limitation, taxes on “prohibited transactions,” “contributions” or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations “net income from foreclosure property” or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) state or local income or franchise taxes. In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, tax is imposed on “prohibited transactions” of the Trust as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of the REMIC as defined in Section 860G(c) of the Code, on any REMIC created hereundercontribution to the Trust after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax (other than any minimum tax imposed by Sections 23151 (a) or 23153 (a) of the California Revenue and Taxation Code) is imposed, such tax shall be treated paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) 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 otherwise, (iii) the Holders of the Class R Certificates in proportion to their Percentage Interests. To the same manner as a Realized Loss and shall be charged extent such tax is chargeable against the holders of the Class R Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Holders of the CertificatesClass R Certificates on any Distribution Date sufficient funds to reimburse the Trustee for the payment of such tax (to the extent that the Trustee has not been previously reimbursed or indemnified therefor). Any tax imposed on the Trust Fund by Section 23151 or Section 23153 of the California Revenue and Taxation Code shall be timely paid by the Trustee out of its own funds without right of reimbursement therefor if such taxes arise solely from the Trustee’s presence in California, except as provided in and otherwise by the last sentence of this Section 5.28 (g)Servicer. The Trustee orshall not engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)), if a Paying Agent has been appointed under Section 4.05except that, with the prior written consent of the Depositor, the Paying Agent Trustee may engage in the activities otherwise prohibited by the foregoing clauses (b), (c) and (d), provided that the Seller shall withdraw from the Collection Account sufficient funds have delivered to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee oran Opinion of Counsel to the effect that such transaction will not result in the imposition of a contribution or prohibited transaction tax on the Trust and will not disqualify the REMIC Trust from treatment as a REMIC; and provided, if a Paying Agent has been appointed under Section 4.05that the Seller shall have demonstrated to the satisfaction of the Trustee that such action will not adversely affect the rights of the holders of the Certificates and the Trustee and that such action will not adversely impact the rating of the Certificates. (g) Except as provided below, the Paying Agent from contestingTrustee shall pay out of its own funds, at the expense without any right of reimbursement, any and all tax related expenses of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement)including, but not limited to, tax return preparation and filing expenses and any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized professional fees or expenses related to and shall segregate, into a separate non-interest bearing account, the net income from audits or any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income administrative or amount, judicial proceedings with respect to the extent necessary, to pay such tax. To the extent Trust that any such tax is paid to involve the Internal Revenue Service or applicable state or local tax authorities), other than the expense of obtaining any Opinion of Counsel required pursuant to Sections 2.06, 3.07 and 10.02 and other than taxes except as specified herein. The Trustee shall be entitled to be reimbursed pursuant to Section 9.05 for any professional fees or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount expenses related to audits or any administrative or judicial proceedings that do not result from future amounts otherwise distributable to the Holder any breach of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]Trustee’s duties hereunder.

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer Depositor, the Owner Trustee and the Trustee Administrator, in connection with any actions taken by any such Person on behalf of the Trust, shall act in accordance herewith to assure for the purpose of continuing treatment of each REMIC created hereunder as a REMIC and avoid the imposition of tax on any REMIC. In particular: (a) The Servicer Trust shall not create, or permit the creation of, any "“interests" ” in any REMIC created hereunder within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such REMIC designated as such interests described in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)2.11 hereof; (b) As of all times Except as may be required by otherwise provided in the Code, the Servicer will ensure that Depositor shall not grant and the Trust shall not accept property unless (i) substantially all of the assets of property held in each REMIC created hereunder will consist of "constitutes either “qualified mortgages" ” or “permitted investments” as defined in Section Code Sections 860G(a)(3) of and (5), respectively, and (ii) no property shall be contributed to any REMIC after the Code and "permitted investments" as defined in Section 860G(a)(5) of start-up day unless such grant would not subject the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating Trust to the assets held 100% tax on contributions to a REMIC after the start-up day of such REMIC imposed by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Code Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement860G(d); (c) The Servicer Trust shall ensure that no not accept on behalf of any REMIC created hereunder receives a any fee or other compensation for services and that no REMIC created hereunder receives the Owner Trustee and the Administrator shall not knowingly accept on behalf of the Trust any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereundersuch REMIC; (d) The Trustee Trust shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment Collateral unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "“qualified liquidation" ” as defined in Code Section 860F(a)(4860F(a)(4)(A) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposesapplicable REMIC; (e) The Trustee Administrator shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject maintain books with respect to the tax imposed by Section 860G(d)(1) of the CodeTrust Fund on a calendar year taxable year and on an accrual basis; and (f) Notwithstanding anything to The Trust shall not engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)), except that, with the contrary in this Agreementprior written consent of the Depositor, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated Trust may engage in the same manner as a Realized Loss and shall be charged against amounts activities otherwise distributable to prohibited by the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 foregoing paragraphs (gb). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V],

REMIC-Related Covenants. It is intended that each REMIC formed hereunder shall constitute, and that the affairs of each REMIC shall be conducted so as to qualify it as, a REMIC as defined in and in accordance with the REMIC Provisions. For as long as the Trust Fund shall exist, the Trustee, the Servicer and the Trustee Tax Matters Person shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMICREMIC and avoid the imposition of tax on the Trust. In particular: (a) The Servicer Trustee shall not create, or knowingly permit the creation of, any "“interests" ” in any REMIC created hereunder within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such interests represented by the Regular Certificates, the REMIC designated as such in Section 2.04(a) II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests, the REMIC V Regular Interests and the "residual interest" in each such REMIC designated as such in Section 2.04(a);Residual Certificates. (b) As of all times Except as may be required by otherwise provided in the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer Seller shall not permit grant and the Trustee shall not accept property unless (i) substantially all of the transfer property held in the Trust constitutes either “qualified mortgages” or substitution of any Mortgage Loan other than pursuant to Section 3.03“permitted investments” as defined in Code Sections 860G(a)(3) and (5), 5.01 or 5.21 of this Agreementrespectively, and (ii) no property shall be contributed to the Servicer shall, in any case, Trust after the Startup Day unless such grant would not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of subject any REMIC created hereunder, that such transfer or substitution would not adversely affect to the 100% tax on contributions to a REMIC status of any REMIC created hereunder or would not otherwise be prohibited after its Startup Day imposed by this Agreement;Code Section 860G(d). (c) The Servicer Trustee shall ensure that no REMIC created hereunder receives a not accept on behalf of the Trust any fee or other compensation for services (other than as otherwise provided herein) and that no REMIC created hereunder receives shall not accept on behalf of the Trust any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder;a REMIC. (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Section 2.02, 2.04 or of any Eligible Investment 3.16), unless such sale is pursuant to a “qualified liquidation” as defined in Code Section 860F(a)(4)(A) and in accordance with Article VIII. (e) The Tax Matters Person shall maintain books with respect to each REMIC on a result calendar year and on an accrual basis. (f) Upon filing with the Internal Revenue Service, the Tax Matters Person shall furnish to the Holders of a repurchase the Residual Certificates the Form 1066 and each Form 1066Q for the applicable REMIC and shall respond promptly to written requests made not more frequently than quarterly by any Holder of Residual Certificates with respect to the following matters: (i) The original projected principal and interest cash flows on the Closing Date on each class of regular and residual interests created hereunder and on the Mortgage Loans, based on 120% and 100% of the applicable Prepayment Assumption in the case of the fixed rate and adjustable rate Mortgage Loans, respectively (and assuming that each REMIC is liquidated on the Optional Termination Date); (ii) The projected remaining principal and interest cash flows as of the end of any calendar quarter with respect to each class of regular and residual interests created hereunder and the Mortgage Loans, based on 120% and 100% of the applicable Prepayment Assumption in the case of the fixed rate and adjustable rate Mortgage Loans, respectively (and assuming that each REMIC is liquidated on the Optional Termination Date); (iii) The applicable percentage of the Prepayment Assumption and any interest rate assumptions used in determining the projected principal and interest cash flows described above; (iv) The original issue discount (or, in the case of the Mortgage Loans, market discount) or premium accrued or amortized through the end of such calendar quarter with respect to each class of regular or residual interests created hereunder and with respect to the Mortgage Loans, together with each constant yield to maturity used in computing the same; (v) The treatment of losses realized with respect to the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counselregular interests created hereunder, which will not be an expense including the timing and amount of any cancellation of indebtedness income of each REMIC created hereunder with respect to such regular interests or the Trustee, bad debt deductions claimed with respect to the effect Mortgage Loans; (vi) The amount and timing of any non-interest expenses of each REMIC; and (vii) Any taxes (including penalties and interest) imposed on each REMIC, including, without limitation, taxes on “prohibited transactions,” “contributions” or “net income from foreclosure property” or state or local income or franchise taxes. In the event that such sale (i) any tax is pursuant to a "qualified liquidation" imposed on “prohibited transactions” of the Trust as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in Code, on the realization “net income from foreclosure property” of a material amount REMIC as defined in Section 860G(c) of gain or loss for federal income tax purposes; (e) The Trustee shall not accept the Code, on any contribution to any REMIC created hereunder the Trust after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in pursuant to Section 860G(d)(2860G(d) of the Code andCode, therefore, will not be subject to the or any other tax (other than any minimum tax imposed by Section 860G(d)(1) 24874 and 23153 of the California Revenue and Taxation Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunderimposed, such tax shall be treated paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Tax Matters Person, if such tax arises out of or results from a breach by the Tax Matters Person of any of the obligations under this Agreement, (iii) 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 (iv) otherwise the Holders of the applicable Residual Certificates in proportion to their Percentage Interests. To the same manner as a Realized Loss and shall be charged extent any tax is chargeable against the Holders of the Residual Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Holders of the Certificates, except as provided in applicable Residual Certificates on any Distribution Date sufficient funds to reimburse the last sentence Trustee for the payment of this Section 5.28 such tax (gto the extent that the Trustee has not been previously reimbursed or indemnified therefor). The Trustee orshall not engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)), if a Paying Agent has been appointed under Section 4.05except that, with the prior written consent of the Seller, the Paying Agent Trustee may engage in the activities otherwise prohibited by the foregoing clauses (b), (c) and (d), provided that the Seller shall withdraw have delivered to the Trustee an Opinion of Counsel to the effect that such transaction will not result in the imposition of a contribution or prohibited transaction tax on the Trust and will not disqualify any REMIC from treatment as a REMIC; and provided that the Collection Account sufficient funds Seller shall have demonstrated to the satisfaction of the Trustee that such action will not adversely affect the rights of the holders of the Certificates and the Trustee and that such action will not adversely impact the rating of the Offered Certificates. (g) Except as provided below, the Tax Matters Person shall pay out of its own funds, without any right of reimbursement, any and all tax related expenses of the Trust (including, but not limited to, tax return preparation and filing expenses and any professional fees or provide expenses related to audits or any administrative or judicial proceedings with respect to the Trust that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any Opinion of Counsel required pursuant to Sections 2.05, 3.06 and 10.02 and other than taxes except as specified herein. The Trustee and the Tax Matters Person shall be entitled to be reimbursed for any professional fees or expenses related to audits or any administrative or judicial proceedings that do not result from any breach of their respective duties hereunder. (h) On behalf of each REMIC, the payment ofTrustee, Servicer or Tax Matters Person, as applicable, shall do the following: (i) the Tax Matters Person shall prepare, sign and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066) and any other Tax Return required to be filed by each REMIC, using a calendar year as the taxable year for each REMIC; (ii) the Tax Matters Person shall make, or cause to be made, an election, on behalf of each REMIC, to be treated as a REMIC on the federal tax return of each REMIC for its first taxable year; (iii) the Tax Matters Person shall prepare and forward, or cause to be prepared and forwarded, to the Servicer, the Seller, the Trustee (which, subject to receipt thereof shall forward to the Certificateholders, except for Holders of the Residual Certificates) and to actually pay, such tax the Internal Revenue Service and any other relevant governmental taxing authority all information returns or reports as is estimated and when required to be legally owed provided to them in accordance with the REMIC Provisions; (iv) the Trustee, the Tax Matters Person and the Servicer shall to the extent that the affairs of any REMIC are within its control, conduct such affairs of each REMIC at all times that any Certificates are outstanding so as to maintain the status of each REMIC as a REMIC under the REMIC Provisions and any other applicable federal, state and local laws, including, without limitation with respect to the Trustee, information reports relating to “original issue discount,” as defined in the Code, based upon 120% of the applicable Prepayment Assumption for fixed rate Mortgage Loans and 100% of the applicable Prepayment Assumption for adjustable rate Mortgage Loans, calculated by using the issue price of the Certificates; (v) the Trustee, the Servicer and Tax Matters Person shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC; (vi) the Trustee shall pay the amount of any and all federal, state and local taxes upon the Trustee or the Certificateholders in connection with the Trust or the Mortgage Loans, prohibited transaction taxes as defined in Section 860F of the Code, other than any amount due as a result of a transfer or attempted or purported transfer in violation of Section 6.02, imposed on the Trust when and as the same shall be due and payable (but such authorization obligation shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent or any other appropriate Person from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), contesting any such tax in appropriate proceedings, proceedings and shall not prevent the Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under shall be entitled to reimbursement for all such amounts in accordance with Section 4.05, 2.12; (vii) the Paying Agent is hereby authorized to Trustee and the Tax Matters Person shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent ensure that any such returns or reports filed on behalf of the Trust are properly executed by the appropriate person; (viii) the Tax Matters Person shall represent the Trust in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of the Trust, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of the Trust and otherwise act on behalf of the Trust in relation to any tax matter involving the Trust; (ix) the Trustee and the Tax Matters Person shall as provided in Section 6.02, make available information necessary for the computation of any tax imposed (1) on transferors of residual interests to transferees that are not Permitted Transferees or (2) on pass-through entities, any interest in which is paid held by an entity which is not a Permitted Transferee; (x) the Trustee and the Tax Matters Person shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is not a Permitted Transferee, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or applicable state or local tax authoritiesorganization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having among its record holders at any time any Person that is not a Permitted Transferee. Reasonable compensation for providing such information may be required by the Trustee; and (xi) the Trustee, the Trustee or a Paying Agent has been appointed under Section 4.05Servicer and the Tax Matters Person shall cooperate with each other in connection with the foregoing obligations, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, including signing any Tax Returns to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]required by law.

REMIC-Related Covenants. For as long as the Trust Fund each REMIC shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each such REMIC created hereunder as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of comply with any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) directions of the Code Seller, the Depositor, any Servicer or "permitted investments" within the meaning of Section 860G(a)(5) of Master Servicer to assure such continuing treatment. In particular, the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The Trustee shall not (a) sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment investment of deposits in an Account unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an a REMIC Opinion of Counsel, which will not be an prepared at the expense of any REMIC created hereunder or the Trustee, Trust Fund; and (b) other than with respect to the effect that such sale (i) is a substitution pursuant to a "qualified liquidation" Section 2.04 of this Agreement, as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereofapplicable, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion receipt of Counsel (which a REMIC Opinion. For as long as each REMIC shall exist, the Master Servicer shall act in accordance herewith to assure continuing treatment of such REMIC as a REMIC. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be an expense (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the TrusteeMaster Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (i) effect an exchange or reissuance of such contribution is included within the exceptions provided in Mortgage Loan under Section 860G(d)(2) 1001 of the Code and(or Treasury regulations promulgated thereunder) and (ii) cause any of REMIC I, therefore, will not be subject REMIC II or REMIC III to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything fail to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the qualify as a REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transactiontransactions" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder or "contributions" after the Startup Day that is subject to tax startup date under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]Provisions.

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any each REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC Pool designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Master Residual Interest and the Subsidiary Residual Interest; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulationsregulations) relating to the assets held by such REMICeach REMIC Pool. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any each REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer Depositor, the Owner Trustee and the Trustee Administrator, in connection with any actions taken by any such Person on behalf of the Trust, shall act in accordance herewith to assure for the purpose of continuing treatment of each REMIC created hereunder as a REMIC and avoid the imposition of tax on any REMIC. In particular: (a) The Servicer Trust shall not create, or permit the creation of, any "“interests" ” in any REMIC created hereunder within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such REMIC designated as such interests described in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)2.11 hereof; (b) As of all times Except as may be required by otherwise provided in the Code, the Servicer will ensure that Depositor shall not grant and the Trust shall not accept property unless (i) substantially all of the assets of property held in each REMIC created hereunder will consist of "constitutes either “qualified mortgages" ” or “permitted investments” as defined in Section Code Sections 860G(a)(3) of and (5), respectively, and (ii) no property shall be contributed to any REMIC after the Code and "permitted investments" as defined in Section 860G(a)(5) of start-up day unless such grant would not subject the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating Trust to the assets held 100% tax on contributions to a REMIC after the start-up day of such REMIC imposed by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Code Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement860G(d); (c) The Servicer Trust shall ensure that no not accept on behalf of any REMIC created hereunder receives a any fee or other compensation for services and that no REMIC created hereunder receives the Owner Trustee and the Administrator shall not knowingly accept on behalf of the Trust any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereundersuch REMIC; (d) The Trustee Trust shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment Collateral unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "“qualified liquidation" ” as defined in Code Section 860F(a)(4860F(a)(4)(A) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposesapplicable REMIC; (e) The Trustee Administrator shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject maintain books with respect to the tax imposed by Section 860G(d)(1) of the CodeTrust Fund on a calendar year taxable year and on an accrual basis; and (f) Notwithstanding anything The Trust shall not engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)), except that, with the prior written consent of the Depositor, the Trust may engage in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and (d), provided that the Depositor shall have delivered to the contrary in this AgreementOwner Trustee, the Servicer Indenture Trustee and the Trustee, at Insurer (so long as the direction Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) an Opinion of Counsel to the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems effect that such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid transaction will not result in the imposition of any material a tax liability on any REMIC created hereunder the REMICs and will not disqualify the REMICs from treatment as REMICs; and provided, further, that such action will not adversely affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders rights of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense Certificateholders of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, Securities and withholding payment of such tax, if permitted by law, pending will not adversely impact the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder ratings of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]Notes.

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer Servicer, the Paying Agent and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also Paying Agent will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The None of the Depositor, the Servicer, the Paying Agent or the Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. The Trustee shall not be liable hereunder for any taxes imposed on any REMIC hereunder as the result of any direction taken hereunder from the Servicer or any action of the Servicer or Paying Agent hereunder. [END OF ARTICLE V]

REMIC-Related Covenants. It is intended that each REMIC formed hereunder shall constitute, and that the affairs of each REMIC shall be conducted so as to qualify it as, a REMIC as defined in and in accordance with the REMIC Provisions. For as long as the Trust Fund shall exist, the Trustee, the Servicer and the Trustee Tax Matters Person shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMICREMIC and avoid the imposition of tax on the Trust. In particular: (a) The Servicer Trustee shall not create, or knowingly permit the creation of, any "“interests" ” in any REMIC created hereunder within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such interests represented by the Regular Certificates, the REMIC designated as such in Section 2.04(a) II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests, the REMIC V Regular Interests and the "residual interest" in each such REMIC designated as such in Section 2.04(a);Residual Certificates. (b) As of all times Except as may be required by otherwise provided in the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer Seller shall not permit grant and the Trustee shall not accept property unless (i) substantially all of the transfer property held in the Trust constitutes either “qualified mortgages” or substitution of any Mortgage Loan other than pursuant to Section 3.03“permitted investments” as defined in Code Sections 860G(a)(3) and (5), 5.01 or 5.21 of this Agreementrespectively, and (ii) no property shall be contributed to the Servicer shall, in any case, Trust after the Startup Day unless such grant would not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of subject any REMIC created hereunder, that such transfer or substitution would not adversely affect to the 100% tax on contributions to a REMIC status of any REMIC created hereunder or would not otherwise be prohibited after its Startup Day imposed by this Agreement;Code Section 860G(d). (c) The Servicer Trustee shall ensure that no REMIC created hereunder receives a not accept on behalf of the Trust any fee or other compensation for services (other than as otherwise provided herein) and that no REMIC created hereunder receives shall not accept on behalf of the Trust any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder;a REMIC. (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Section 2.02, 2.04 or of any Eligible Investment 3.16), unless such sale is pursuant to a “qualified liquidation” as defined in Code Section 860F(a)(4)(A) and in accordance with Article VIII. (e) The Tax Matters Person shall maintain books with respect to each REMIC on a result calendar year and on an accrual basis. (f) Upon filing with the Internal Revenue Service, the Tax Matters Person shall furnish to the Holders of a repurchase the Residual Certificates the Form 1066 and each Form 1066Q for the applicable REMIC and shall respond promptly to written requests made not more frequently than quarterly by any Holder of Residual Certificates with respect to the following matters: (i) The original projected principal and interest cash flows on the Closing Date on each class of regular and residual interests created hereunder and on the Mortgage Loans, based on 100% and 100% of the applicable Prepayment Assumption in the case of the fixed rate and adjustable rate Mortgage Loans, respectively (and assuming that each REMIC is liquidated on the Optional Termination Date); (ii) The projected remaining principal and interest cash flows as of the end of any calendar quarter with respect to each class of regular and residual interests created hereunder and the Mortgage Loans, based on 120% and 100% of the applicable Prepayment Assumption in the case of the fixed rate and adjustable rate Mortgage Loans, respectively (and assuming that each REMIC is liquidated on the Optional Termination Date); (iii) The applicable percentage of the Prepayment Assumption and any interest rate assumptions used in determining the projected principal and interest cash flows described above; (iv) The original issue discount (or, in the case of the Mortgage Loans, market discount) or premium accrued or amortized through the end of such calendar quarter with respect to each class of regular or residual interests created hereunder and with respect to the Mortgage Loans, together with each constant yield to maturity used in computing the same; (v) The treatment of losses realized with respect to the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counselregular interests created hereunder, which will not be an expense including the timing and amount of any cancellation of indebtedness income of each REMIC created hereunder with respect to such regular interests or the Trustee, bad debt deductions claimed with respect to the effect Mortgage Loans; (vi) The amount and timing of any non-interest expenses of each REMIC; and (vii) Any taxes (including penalties and interest) imposed on each REMIC, including, without limitation, taxes on “prohibited transactions,” “contributions” or “net income from foreclosure property” or state or local income or franchise taxes. In the event that such sale (i) any tax is pursuant to a "qualified liquidation" imposed on “prohibited transactions” of the Trust as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in Code, on the realization “net income from foreclosure property” of a material amount REMIC as defined in Section 860G(c) of gain or loss for federal income tax purposes; (e) The Trustee shall not accept the Code, on any contribution to any REMIC created hereunder the Trust after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in pursuant to Section 860G(d)(2860G(d) of the Code andCode, therefore, will not be subject to the or any other tax (other than any minimum tax imposed by Section 860G(d)(1) 24874 and 23153 of the California Revenue and Taxation Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunderimposed, such tax shall be treated paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Tax Matters Person, if such tax arises out of or results from a breach by the Tax Matters Person of any of the obligations under this Agreement, (iii) 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 (iv) otherwise the Holders of the applicable Residual Certificates in proportion to their Percentage Interests. To the same manner as a Realized Loss and shall be charged extent any tax is chargeable against the Holders of the Residual Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Holders of the Certificates, except as provided in applicable Residual Certificates on any Distribution Date sufficient funds to reimburse the last sentence Trustee for the payment of this Section 5.28 such tax (gto the extent that the Trustee has not been previously reimbursed or indemnified therefor). The Trustee orshall not engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)), if a Paying Agent has been appointed under Section 4.05except that, with the prior written consent of the Seller, the Paying Agent Trustee may engage in the activities otherwise prohibited by the foregoing clauses (b), (c) and (d), provided that the Seller shall withdraw have delivered to the Trustee an Opinion of Counsel to the effect that such transaction will not result in the imposition of a contribution or prohibited transaction tax on the Trust and will not disqualify any REMIC from treatment as a REMIC; and provided that the Collection Account sufficient funds Seller shall have demonstrated to the satisfaction of the Trustee that such action will not adversely affect the rights of the holders of the Certificates and the Trustee and that such action will not adversely impact the rating of the Offered Certificates. (g) Except as provided below, the Tax Matters Person shall pay out of its own funds, without any right of reimbursement, any and all tax related expenses of the Trust (including, but not limited to, tax return preparation and filing expenses and any professional fees or provide expenses related to audits or any administrative or judicial proceedings with respect to the Trust that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any Opinion of Counsel required pursuant to Sections 2.05, 3.06 and 10.02 and other than taxes except as specified herein. The Trustee and the Tax Matters Person shall be entitled to be reimbursed for any professional fees or expenses related to audits or any administrative or judicial proceedings that do not result from any breach of their respective duties hereunder. (h) On behalf of each REMIC, the payment ofTrustee, Servicer or Tax Matters Person, as applicable, shall do the following: (i) the Tax Matters Person shall prepare, sign and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066) and any other Tax Return required to be filed by each REMIC, using a calendar year as the taxable year for each REMIC; (ii) the Tax Matters Person shall make, or cause to be made, an election, on behalf of each REMIC, to be treated as a REMIC on the federal tax return of each REMIC for its first taxable year; (iii) the Tax Matters Person shall prepare and forward, or cause to be prepared and forwarded, to the Servicer, the Seller, the Trustee (which, subject to receipt thereof shall forward to the Certificateholders, except for Holders of the Residual Certificates) and to actually pay, such tax the Internal Revenue Service and any other relevant governmental taxing authority all information returns or reports as is estimated and when required to be legally owed provided to them in accordance with the REMIC Provisions; (iv) the Trustee, the Tax Matters Person and the Servicer shall to the extent that the affairs of any REMIC are within its control, conduct such affairs of each REMIC at all times that any Certificates are outstanding so as to maintain the status of each REMIC as a REMIC under the REMIC Provisions and any other applicable federal, state and local laws, including, without limitation with respect to the Trustee, information reports relating to “original issue discount,” as defined in the Code, based upon 120% of the applicable Prepayment Assumption for fixed rate Mortgage Loans and 100% of the applicable Prepayment Assumption for adjustable rate Mortgage Loans, calculated by using the issue price of the Certificates; (v) the Trustee, the Servicer and Tax Matters Person shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC; (vi) the Trustee shall pay the amount of any and all federal, state and local taxes upon the Trustee or the Certificateholders in connection with the Trust or the Mortgage Loans, prohibited transaction taxes as defined in Section 860F of the Code, other than any amount due as a result of a transfer or attempted or purported transfer in violation of Section 6.02, imposed on the Trust when and as the same shall be due and payable (but such authorization obligation shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent or any other appropriate Person from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), contesting any such tax in appropriate proceedings, proceedings and shall not prevent the Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under shall be entitled to reimbursement for all such amounts in accordance with Section 4.05, 2.12; (vii) the Paying Agent is hereby authorized to Trustee and the Tax Matters Person shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent ensure that any such returns or reports filed on behalf of the Trust are properly executed by the appropriate person; (viii) the Tax Matters Person shall represent the Trust in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of the Trust, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of the Trust and otherwise act on behalf of the Trust in relation to any tax matter involving the Trust; (ix) the Trustee and the Tax Matters Person shall as provided in Section 6.02, make available information necessary for the computation of any tax imposed (1) on transferors of residual interests to transferees that are not Permitted Transferees or (2) on pass-through entities, any interest in which is paid held by an entity which is not a Permitted Transferee; (x) the Trustee and the Tax Matters Person shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is not a Permitted Transferee, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or applicable state or local tax authoritiesorganization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having among its record holders at any time any Person that is not a Permitted Transferee. Reasonable compensation for providing such information may be required by the Trustee; and (xi) the Trustee, the Trustee or a Paying Agent has been appointed under Section 4.05Servicer and the Tax Matters Person shall cooperate with each other in connection with the foregoing obligations, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, including signing any Tax Returns to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]required by law.

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer Trustee, the Depositor and the Trustee Servicer shall act in accordance herewith to assure continuing treatment of each the Upper-Tier REMIC created hereunder and the Lower-Tier REMIC as a REMICs and avoid the imposition of tax on either REMIC. In particular: (a) The Servicer Trustee shall not create, or permit the creation of, any "“interests" ” in any either REMIC created hereunder within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) interests represented by the Regular Certificates, the Residual Certificates and the "residual interest" in each such REMIC designated as such in Section 2.04(a);Uncertificated Lower-Tier Interests. (b) As of all times Except as may be required by otherwise provided in the Code, (i) the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code Depositor and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit contribute to the Trust Estate and the Trustee shall not accept property unless substantially all of the transfer property held in each REMIC constitutes either “qualified mortgages” or substitution of any Mortgage Loan other than pursuant to Section 3.03“permitted investments” as defined in Code Sections 860G(a)(3) and (5), 5.01 or 5.21 of this Agreementrespectively, and (ii) no property shall be contributed to each REMIC after the Servicer shall, in any case, not permit substitution start-up day unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution contribution would not adversely affect subject the Trust Estate to the 100% tax on contributions to a REMIC after the start-up day of the REMIC status of any REMIC created hereunder or would not otherwise be prohibited imposed by this Agreement;Code Section 860G(d). (c) The Servicer Trustee shall ensure that no not accept on behalf of either REMIC created hereunder receives a any fee or other compensation for services and that no REMIC created hereunder receives neither the Trustee nor the Servicer shall knowingly accept, on behalf of the Trust Estate any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder;a REMIC. (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Sections 2.02, 2.04 or of any Eligible Investment 3.14(b)), unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "“qualified liquidation" ” of the applicable REMIC as defined in Code Section 860F(a)(4860F(a)(4)(A) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes;accordance with Article X. (e) The Trustee shall not accept any contribution maintain books with respect to any the Trust and each REMIC created hereunder after on a calendar year taxable year and on an accrual basis. Neither the Startup Day without Servicer nor the Trustee shall engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)), except that, with the prior written consent of the Servicer and the Depositor, the Trustee may engage in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and (d); provided that the Servicer shall have delivered to the Trustee an Opinion of Counsel (which shall not be an expense of to the Trustee) effect that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, transaction will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary result in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material a tax liability on any either REMIC created hereunder and will not disqualify the Trust Estate from treatment as two REMICs; and, provided further, that will affect amounts distributable the Servicer shall have demonstrated to the Certificateholders. (g) In satisfaction of the event Trustee that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in action will not adversely affect the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to rights of the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, Certificates and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, and that such action will not adversely impact the Paying Agent from contesting, at the expense rating of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V].

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC Pool designated as such in Section 2.04(a) and the "residual interest" in each such REMIC Pool designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulationsregulations) relating to the assets held by such REMICREMIC Pool. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any the REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder Pool receives a fee or other compensation for services and that no REMIC created hereunder Pool receives any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunderPool; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder Pool after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each any REMIC created hereunder Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder Pool that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunderPool, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder Pool except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer Servicer, the Paying Agent and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "“interests" ” in any REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "“regular interests" ” in each such REMIC designated as such in Section 2.04(a) 2.04 and the "“residual interest" ” in each such REMIC designated as such in Section 2.04(a)2.04; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "“qualified mortgages" ” as defined in Section 860G(a)(3) of the Code and "“permitted investments" ” as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also Paying Agent will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "“qualified mortgages" ” within the meaning of Section 860G(a)(3) of the Code or "“permitted investments" ” within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The None of the Depositor, the Servicer, the Paying Agent or the Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "“prohibited transaction" ” within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "“prohibited transaction" ” under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "“net income from foreclosure property" ” under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]The Trustee shall not be liable hereunder for any taxes imposed on any REMIC hereunder as the result of any direction taken hereunder from the Servicer or any action of the Servicer or Paying Agent hereunder.

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any either REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC Pool designated as such in Section 2.04(a) and the "residual interest" in each such REMIC Pool designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the REMIC Pool's compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulationsregulations) relating to the assets held by such REMICeach REMIC Pool. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any either REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no neither REMIC created hereunder Pool receives a fee or other compensation for services and that no neither REMIC created hereunder Pool receives any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any either REMIC created hereunderPool; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any either REMIC created hereunder Pool after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each either REMIC created hereunder Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on any either REMIC created hereunder Pool that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any either REMIC created hereunderPool, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any either REMIC created hereunder Pool except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicers, the Master Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Neither Servicer nor the Master Servicer shall not create, or permit the creation of, any "interests" in any each REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) and the "residual interest" in each such REMIC Pool designated as such in Section 2.04(a), the Subsidiary Residual Interest and the Master Residual Interest; (b) As of all times as may be required by the Code, each Servicer and the Master Servicer will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Master Servicer and the Trustee, upon the direction of the Master Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMICREMIC Pool. Further, the neither Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the neither Servicer shall, in any case, not permit substitution later than two (2) years from the Closing Date unless the such Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any either REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Each Servicer and the Master Servicer shall ensure that no neither REMIC created hereunder Pool receives a fee or other compensation for services and that no neither REMIC created hereunder Pool receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any either REMIC created hereunderPool; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any either REMIC created hereunder Pool after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Master Servicer and the Trustee, at the direction of the Master Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Master Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each either REMIC created hereunder Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on any either REMIC created hereunder Pool that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any either REMIC created hereunderPool, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee Trustee, the Master Servicer nor the either Servicer shall be responsible for any taxes imposed on any either REMIC created hereunder Pool except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as each of the Trust Fund Master REMIC and the Subsidiary REMIC shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder the Trust as a REMICREMIC and avoid the imposition of tax on the Trust. In particular: (a) The Servicer Trustee shall not create, or permit the creation of, any "interests" in any each of the Master REMIC created hereunder and the Subsidiary REMIC within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such interests represented by the Subsidiary REMIC designated as such in Section 2.04(a) Regular Certificates, the Regular Certificates and the "residual interest" in each such REMIC designated as such in Section 2.04(a);Class R Certificates. (b) As of all times Except as may be required by otherwise provided in the Code, neither the Servicer will ensure that Depositor nor the Seller shall grant and the Trustee shall not accept property unless (i) substantially all of the assets property held in each of each the Master REMIC created hereunder will consist of and the Subsidiary REMIC constitutes either "qualified mortgages" as defined in Section 860G(a)(3) of the Code and or "permitted investments" as defined in Section 860G(a)(5Code Sections 860G(a)(3) of the Code. The Servicer and the Trustee(5), upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code respectively and (and applicable Proposed, Temporary or final Treasury Regulationsii) relating no property shall be contributed to the assets held by Master REMIC or any Subsidiary REMIC after the Start-up Day unless such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution grant would not adversely affect subject either the Master REMIC status of or any Subsidiary REMIC created hereunder or would not otherwise be prohibited to the tax on contributions to a REMIC after the Start-up Day imposed by this Agreement;Code Section 860G(d). (c) The Servicer Trustee shall ensure that no not accept on behalf of the Master REMIC created hereunder receives a or any Subsidiary REMIC any fee or other compensation for services (other than as otherwise provided herein) and that no shall not accept on behalf of the Master REMIC created hereunder receives or any Subsidiary REMIC any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder;a REMIC. (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Section 2.02 or of any Eligible Investment 2.04, unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Code Section 860F(a)(4860F(a)(4)(A) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes;accordance with Article VIII. (e) The Trustee shall maintain books with respect to the REMIC on a calendar year and on an accrual basis. (f) Upon filing with the Internal Revenue Service, the Trustee shall furnish to the Holders of the Class R Certificates the Form 1066 and each Form 1066Q for each REMIC and shall respond promptly to written requests made not accept more frequently than quarterly by any contribution Holder of Class R Certificates with respect to any REMIC the following matters: (i) The original projected principal and interest cash flows on the Closing Date on each class of regular and residual interests created hereunder after and on the Startup Day without an Opinion of Counsel (which shall not be an expense Mortgage Loans, based on 115% of the TrusteePrepayment Assumption; (ii) that such contribution is included within the exceptions provided in Section 860G(d)(2) The projected remaining principal and interest cash flows as of the Code andend of any calendar quarter with respect to each class of regular and residual interests created hereunder and the Mortgage Loans, thereforebased on 115% of the Prepayment Assumption; (iii) The Prepayment Assumption and any interest rate assumptions used in determining the projected principal and interest cash flows described above; (iv) The original issue discount (or, will not be subject in the case of the Mortgage Loans, market discount) or premium accrued or amortized through the end of such calendar quarter with respect to each class of regular or residual interests created hereunder and with respect to the tax imposed by Section 860G(d)(1Mortgage Loans, together with each constant yield to maturity used in computing the same; (v) The treatment of losses realized with respect to the Mortgage Loans or the regular interests created hereunder, including the timing and amount of any cancellation of indebtedness income of the CodeMaster REMIC or any Subsidiary REMIC with respect to such regular interests or bad debt deductions claimed with respect to the Mortgage Loans; (vi) The amount and timing of any non-interest expenses of either the Master REMIC or Subsidiary REMICs; and (fvii) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required Any taxes (including adjusting penalties and interest) imposed on either the Purchase Price for Master REMIC or any Mortgage Loan) where the Servicer deems such action Subsidiary REMIC, including, without limitation, taxes on "prohibited transactions," "contributions" or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations "net income from foreclosure property" or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) state or local income or franchise taxes. In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, tax is imposed on "prohibited transactions" of the Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of the Master REMIC or any Subsidiary REMIC created hereunderas defined in Section 860G(c) of the Code, on any contribution to the Master REMIC or any Subsidiary REMIC after the Start-up Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, such tax shall be treated paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) 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 otherwise or (iii) otherwise by the Holders of the Class R Certificates in proportion to their Percentage Interests. To the same manner as a Realized Loss and shall be charged extent any tax is chargeable against the Holders of the Class R Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Holders of the Certificates, except as provided in Class R Certificates on any Distribution Date sufficient funds to reimburse the last sentence Trustee for the payment of this Section 5.28 such tax (gto the extent that the Trustee has not been previously reimbursed or indemnified therefor). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if engage in a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under (as defined in Code Section 860F(a860F(a)(2)), except that, with the amount prior written consent of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(dDepositor, the Trustee may engage in the activities otherwise prohibited by the foregoing clauses (b), and 35% of any estimated "net income from foreclosure property" under Section 860G(c(c) and use such income or amount(d), provided that the Seller shall have delivered to the extent necessaryTrustee and the Certificate Insurer an Opinion of Counsel to the effect that such transaction will not result in the imposition of a contribution or prohibited transaction tax on the Trust and will not disqualify the Master REMIC or either of the Subsidiary REMICs from treatment as a REMIC; and provided that the Seller shall have demonstrated to the satisfaction of the Trustee and the Certificate Insurer that such action will not adversely affect the rights of the holders of the Certificates, the Certificate Insurer and the Trustee and that such action will not adversely impact the rating of the Certificates. (g) The Trustee shall pay out of its own funds, without any right of reimbursement, any and all tax related expenses of the Trust (including, but not limited to, tax return preparation and filing expenses and any professional fees or expenses related to pay such tax. To audits or any administrative or judicial proceedings with respect to the extent Trust that any such tax is paid to involve the Internal Revenue Service or applicable state or local tax authorities), other than the Trustee or a Paying Agent has been appointed under Section 4.05expense of obtaining any Opinion of Counsel required pursuant to Sections 2.06(d), the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate 2.13(f), 9.02(b) and shall distribute such retained amounts to the Holders of the 10.02 and other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such than taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]specified herein.

REMIC-Related Covenants. It is intended that each REMIC formed hereunder shall constitute, and that the affairs of each REMIC shall be conducted so as to qualify it as, a REMIC as defined in and in accordance with the REMIC Provisions. For as long as the Trust Fund shall exist, the Trustee, the Servicer and the Trustee Tax Matters Person shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMICREMIC and avoid the imposition of tax on the Trust. In particular: (a) The Servicer Trustee shall not create, or knowingly permit the creation of, any "interests" in any REMIC created hereunder within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such interests represented by the Regular Certificates, the REMIC designated as such in Section 2.04(a) II Regular Interests and the "residual interest" in each such REMIC designated as such in Section 2.04(a);Residual Certificates. (b) As of all times Except as may be required by otherwise provided in the Code, the Servicer will ensure that Seller shall not grant and the Trustee shall not accept property unless (i) substantially all of the assets of each REMIC created hereunder will consist of property held in the Trust constitutes either "qualified mortgages" as defined in Section 860G(a)(3) of the Code and or "permitted investments" as defined in Section 860G(a)(5Code Sections 860G(a)(3) of the Code. The Servicer and the Trustee(5), upon the direction of the Servicerrespectively, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code and (and applicable Proposed, Temporary or final Treasury Regulationsii) relating no property shall be contributed to the assets held by Trust after the Startup Day unless such REMIC. Further, the Servicer shall grant would not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of subject any REMIC created hereunder, that such transfer or substitution would not adversely affect to the 100% tax on contributions to a REMIC status of any REMIC created hereunder or would not otherwise be prohibited after its Startup Day imposed by this Agreement;Code Section 860G(d). (c) The Servicer Trustee shall ensure that no REMIC created hereunder receives a not accept on behalf of the Trust any fee or other compensation for services (other than as otherwise provided herein) and that no REMIC created hereunder receives shall not accept on behalf of the Trust any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder;a REMIC. (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Section 2.02, 2.04 or of any Eligible Investment 3.16), unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Code Section 860F(a)(4860F(a)(4)(A) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes;accordance with Article VIII. (e) The Trustee and the Tax Matters Person shall maintain books with respect to each REMIC on a calendar year and on an accrual basis. (f) Upon filing with the Internal Revenue Service, the Tax Matters Person shall furnish to the Holders of the Residual Certificates the Form 1066 and each Form 1066Q for the applicable REMIC and shall respond promptly to written requests made not accept more frequently than quarterly by any contribution Holder of Residual Certificates with respect to any REMIC the following matters: (i) The original projected principal and interest cash flows on the Closing Date on each class of regular and residual interests created hereunder after and on the Startup Day without an Opinion of Counsel (which shall not be an expense Mortgage Loans, based on 120% and 100% of the Trustee) that such contribution is included within applicable Prepayment Assumption in the exceptions provided in Section 860G(d)(2) case of the Code andfixed rate and adjustable rate Mortgage Loans, thereforerespectively; (ii) The projected remaining principal and interest cash flows as of the end of any calendar quarter with respect to each class of regular and residual interests created hereunder and the Mortgage Loans, will not be subject based on 120% and 100% of the applicable Prepayment Assumption in the case of the fixed rate and adjustable rate Mortgage Loans, respectively; (iii) The applicable percentage of the Prepayment Assumption and any interest rate assumptions used in determining the projected principal and interest cash flows described above; (iv) The original issue discount (or, in the case of the Mortgage Loans, market discount) or premium accrued or amortized through the end of such calendar quarter with respect to each class of regular or residual interests created hereunder and with respect to the tax imposed by Section 860G(d)(1Mortgage Loans, together with each constant yield to maturity used in computing the same; (v) The treatment of losses realized with respect to the CodeMortgage Loans or the regular interests created hereunder, including the timing and amount of any cancellation of indebtedness income of each REMIC with respect to such regular interests or bad debt deductions claimed with respect to the Mortgage Loans; (vi) The amount and timing of any non-interest expenses of each REMIC; and (fvii) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required Any taxes (including adjusting the Purchase Price for any Mortgage Loanpenalties and interest) where the Servicer deems such action imposed on each REMIC, including, without limitation, taxes on "prohibited transactions," "contributions" or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations "net income from foreclosure property" or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) state or local income or franchise taxes. In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, tax is imposed on "prohibited transactions" of the Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of a REMIC as defined in Section 860G(c) of the Code, on any REMIC created hereundercontribution to the Trust after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax (other than any minimum tax imposed by Section 24874 and 23153 of the California Revenue and Taxation Code) is imposed, such tax shall be treated paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Tax Matters Person, if such tax arises out of or results from a breach by the Tax Matters Person of any of the obligations under this Agreement, (iii) 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 (iv) otherwise the Holders of the applicable Residual Certificates in proportion to their Percentage Interests. To the same manner as a Realized Loss and shall be charged extent any tax is chargeable against the Holders of the Residual Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Holders of the Certificates, except as provided in applicable Residual Certificates on any Distribution Date sufficient funds to reimburse the last sentence Trustee for the payment of this Section 5.28 such tax (gto the extent that the Trustee has not been previously reimbursed or indemnified therefor). The Trustee orshall not engage in a "prohibited transaction" (as defined in Code Section 860F(a)(2)), if a Paying Agent has been appointed under Section 4.05except that, with the prior written consent of the Seller, the Paying Agent Trustee may engage in the activities otherwise prohibited by the foregoing clauses (b), (c) and (d), provided that the Seller shall withdraw have delivered to the Trustee an Opinion of Counsel to the effect that such transaction will not result in the imposition of a contribution or prohibited transaction tax on the Trust and will not disqualify any REMIC from treatment as a REMIC; and provided that the Collection Account sufficient funds Seller shall have demonstrated to the satisfaction of the Trustee that such action will not adversely affect the rights of the holders of the Certificates and the Trustee and that such action will not adversely impact the rating of the Offered Certificates. (g) Except as provided below, the Tax Matters Person shall pay out of its own funds, without any right of reimbursement, any and all tax related expenses of the Trust (including, but not limited to, tax return preparation and filing expenses and any professional fees or provide expenses related to audits or any administrative or judicial proceedings with respect to the Trust that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any Opinion of Counsel required pursuant to Sections 2.05, 3.06 and 10.02 and other than taxes except as specified herein. The Trustee and the Tax Matters Person shall be entitled to be reimbursed for any professional fees or expenses related to audits or any administrative or judicial proceedings that do not result from any breach of their respective duties hereunder. (h) On behalf of each REMIC, the payment ofTrustee, Servicer or Tax Matters Person, as applicable, shall do the following: (i) the Tax Matters Person shall prepare, sign and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066) and any other Tax Return required to be filed by each REMIC, using a calendar year as the taxable year for each REMIC; (ii) the Tax Matters Person shall make, or cause to be made, an election, on behalf of each REMIC, to be treated as a REMIC on the federal tax return of each REMIC for its first taxable year; (iii) the Tax Matters Person shall prepare and forward, or cause to be prepared and forwarded, to the Servicer, the Seller, the Trustee (which, subject to receipt thereof shall forward to the Certificateholders) and to actually pay, such tax the Internal Revenue Service and any other relevant governmental taxing authority all information returns or reports as is estimated and when required to be legally owed provided to them in accordance with the REMIC Provisions; (iv) the Trustee, the Tax Matters Person and the Servicer shall to the extent that the affairs of any REMIC are within its control, conduct such affairs of each REMIC at all times that any Certificates are outstanding so as to maintain the status of each REMIC as a REMIC under the REMIC Provisions and any other applicable federal, state and local laws, including, without limitation with respect to the Trustee, information reports relating to "original issue discount," as defined in the Code, based upon 120% of the applicable Prepayment Assumption for fixed rate Mortgage Loans and 100% of the applicable Prepayment Assumption for adjustable rate Mortgage Loans, calculated by using the issue price of the Certificates; (v) the Trustee, the Servicer and Tax Matters Person shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC; (vi) the Trustee shall pay the amount of any and all federal, state and local taxes upon the Trustee or the Certificateholders in connection with the Trust or the Mortgage Loans, prohibited transaction taxes as defined in Section 860F of the Code, other than any amount due as a result of a transfer or attempted or purported transfer in violation of Section 6.02, imposed on the Trust when and as the same shall be due and payable (but such authorization obligation shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent or any other appropriate Person from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), contesting any such tax in appropriate proceedings, proceedings and shall not prevent the Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under shall be entitled to reimbursement for all such amounts in accordance with Section 4.05, 2.12; (vii) the Paying Agent is hereby authorized to Trustee and the Tax Matters Person shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent ensure that any such returns or reports filed on behalf of the Trust are properly executed by the appropriate person; (viii) the Tax Matters Person shall represent the Trust in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of the Trust, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of the Trust and otherwise act on behalf of the Trust in relation to any tax matter involving the Trust; (ix) the Trustee and the Tax Matters Person shall as provided in Section 6.02, make available information necessary for the computation of any tax imposed (1) on transferors of residual interests to transferees that are not Permitted Transferees or (2) on pass-through entities, any interest in which is paid held by an entity which is not a Permitted Transferee; (x) the Trustee and the Tax Matters Person shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is not a Permitted Transferee, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or applicable state or local tax authoritiesorganization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having as among its record holders at any time any Person that is not a Permitted Transferee. Reasonable compensation for providing such information may be accepted by the Trustee; and (xi) the Trustee, the Trustee or a Paying Agent has been appointed under Section 4.05Servicer and the Tax Matters Person shall cooperate with each other in connection with the foregoing obligations, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, including signing any Tax Returns to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]required by law.

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any each REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC Pool designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Residual Interest; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pools compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMICREMIC Pool. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any either REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no neither REMIC created hereunder Pool receives a fee or other compensation for services and that no neither REMIC created hereunder Pool receives any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any either REMIC created hereunderPool; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any either REMIC created hereunder Pool after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each either REMIC created hereunder Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on any either REMIC created hereunder Pool that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any either REMIC created hereunderPool, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any either REMIC created hereunder Pool except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V].

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicers, the Master Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder the Trust Fund as a REMIC. In particular: (a) The Neither Servicer nor the Master Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder the Trust Fund within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC the Trust Fund designated as such in Section 2.04(a) and the "residual interest" in each such REMIC the Trust Fund designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, each Servicer and the Master Servicer will ensure that substantially all of the assets of each REMIC created hereunder the Trust Fund will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Master Servicer and the Trustee, upon the direction of the Master Servicer, also will maintain records that are sufficient to indicate the Trust Fund's compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMICthe Trust Fund. Further, the neither Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the neither Servicer shall, in any case, not permit substitution later than two (2) years from the Closing Date unless the such Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder the Trust Fund or would not otherwise be prohibited by this Agreement; (c) The Each Servicer and the Master Servicer shall ensure that no REMIC created hereunder receives the Trust Fund does not receive a fee or other compensation for services and that no REMIC created hereunder receives the Trust Fund does not receive any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunderthe Trust Fund; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder the Trust Fund after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Master Servicer and the Trustee, at the direction of the Master Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Master Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder the Trust Fund under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder the Trust Fund that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunderthe Trust Fund, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither None of the Trustee nor Trustee, the Master Servicer or any Servicer shall be responsible for any taxes imposed on any REMIC created hereunder the Trust Fund except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Trustee, the Certificate Administrator, the Depositor and each Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each the Upper-Tier REMIC created hereunder and the Lower-Tier REMIC as a REMICs and avoid the imposition of tax on either REMIC. In particular: (a) The Servicer Trustee shall not create, or permit the creation of, any "interests" in any either REMIC created hereunder within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) interests represented by the Regular Certificates, the Residual Certificates and the "residual interest" in each such REMIC designated as such in Section 2.04(a);Uncertificated Lower-Tier Regular Interests. (b) As of all times Except as may be required by otherwise provided in the Code, (i) the Depositor and each Servicer will ensure that shall not contribute to the Trust Estate and the Custodian, on behalf of the Trustee, and the Trustee shall not accept property unless substantially all of the assets of property held in each REMIC created hereunder will consist of constitutes either "qualified mortgages" as defined in Section 860G(a)(3) of the Code and or "permitted investments" as defined in Section 860G(a)(5Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be contributed to each REMIC after the start-up day unless such contribution would not subject the Trust Estate to the 100% tax on contributions to a REMIC after the start-up day of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the imposed by Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement;860G(d). (c) The Servicer Except as otherwise provided in this Agreement, neither the Trustee nor the Certificate Administrator shall ensure that no accept on behalf of either REMIC created hereunder receives a any fee or other compensation for services services, and that no REMIC created hereunder receives none of the Certificate Administrator, the Trustee or any Servicer shall knowingly accept, on behalf of the Trust Estate any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder;a REMIC. (d) The Neither the Servicers nor the Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Sections 2.02, 2.04 or of any Eligible Investment 3.14), unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" of the applicable REMIC as defined in Code Section 860F(a)(4860F(a)(4)(A) and in accordance with Article X. (e) The Certificate Administrator shall maintain books with respect to the Trust and each REMIC on a calendar year taxable year and on an accrual basis. None of the Code and as described Master Servicer, the Servicers, the Certificate Administrator or the Trustee shall engage in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of (as defined in Code Section 860F(a)(2) )), except that, with the prior written consent of the Code that results Servicer and the Depositor, the Trustee or the Certificate Administrator may engage in the realization of a material amount of gain or loss for federal income tax purposes; activities otherwise prohibited by the foregoing paragraphs (eb), (c) The and (d); provided that the Servicers shall have delivered to the Trustee shall not accept any contribution to any REMIC created hereunder after and the Startup Day without Certificate Administrator an Opinion of Counsel (which shall not be an expense of to the Trustee) effect that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, transaction will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary result in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material a tax liability on any either the Upper-Tier REMIC created hereunder or the Lower-Tier REMIC and will not disqualify either REMIC from treatment as a REMIC; and, provided further, that will affect amounts distributable the Servicers shall have demonstrated to the Certificateholders. (g) In satisfaction of the event Trustee and the Certificate Administrator that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in action will not adversely affect the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to rights of the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee orCertificate Administrator, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, and that such action will not adversely impact the Paying Agent from contesting, at the expense rating of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V].

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer Servicer, the Paying Agent and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "“interests" ” in any REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "“regular interests" ” in each such REMIC designated as such in Section 2.04(a) and the "“residual interest" ” in each such REMIC designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "“qualified mortgages" ” as defined in Section 860G(a)(3) of the Code and "“permitted investments" ” as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also Paying Agent will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "“qualified mortgages" ” within the meaning of Section 860G(a)(3) of the Code or "“permitted investments" ” within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The None of the Depositor, the Servicer, the Paying Agent or the Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "“prohibited transaction" ” within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "“prohibited transaction" ” under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "“net income from foreclosure property" ” under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. The Trustee shall not be liable hereunder for any taxes imposed on any REMIC hereunder as the result of any direction taken hereunder from the Servicer or any action of the Servicer or Paying Agent hereunder. (h) [END OF ARTICLE VReserved].

REMIC-Related Covenants. For as long as the Trust Fund any REMIC created hereunder shall exist, the Servicer Trustee, the Securities Administrator, the Depositor, NYMT Servicing, the Subservicer and the Trustee Master Servicer shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMICREMIC and avoid the imposition of tax on any REMIC created hereunder. In particular: (a) The None of the Securities Administrator, the Master Servicer nor the Trustee shall not create, or permit the creation of, any "“interests" ” in any REMIC created hereunder within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such interests represented by the Certificates, the Residual Certificates, the REMIC designated as such in Section 2.04(a) I Regular Interests, REMIC II Regular Interests and the "residual interest" in each such REMIC designated as such in Section 2.04(a);III Regular Interests. (b) As of all times Except as may be required by otherwise provided in the Code, the Servicer will ensure that substantially all (i) none of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of Depositor, NYMT Servicing, the Code and "permitted investments" as defined in Section 860G(a)(5) of Subservicer or the Code. The Master Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient shall contribute or shall allow to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating be contributed to the assets held by such REMIC. Further, the Servicer shall not permit Trust Estate and the Trustee shall not accept property unless substantially all of the transfer property held in each REMIC constitutes either “qualified mortgages” or substitution of any Mortgage Loan other than pursuant to Section 3.03“permitted investments” as defined in Code Sections 860G(a)(3) and (5), 5.01 or 5.21 of this Agreementrespectively, and the Servicer shall(ii) no property shall be contributed, in any caseor deemed contributed, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of to any REMIC created hereunder, that hereunder after the start-up day unless such transfer or substitution contribution would not adversely affect subject the Trust Estate to the 100% tax on contributions to a REMIC status after the start-up day of such REMIC imposed by Code Section 860G(d). (c) Neither the Trustee nor the Securities Administrator, on behalf of the Trust Estate or the Trustee shall accept on behalf of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a any fee or other compensation for services and that no REMIC created hereunder receives none of the Securities Administrator, the Trustee, NYMT Servicing, the Subservicer or the Master Servicer shall knowingly accept, on behalf of the Trust Estate any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder;a REMIC. (d) The Neither the Securities Administrator, on behalf of the Trust Estate or the Trustee, nor the Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment (other than in accordance with Sections 2.08 and 2.09, unless such sale is as pursuant to a result of a repurchase “qualified liquidation” of the Mortgage Loans pursuant applicable REMIC as defined in Code Section 860F(a)(4)(A) and in accordance with Article X. (e) The Securities Administrator shall maintain books with respect to this Agreement the Trust Estate and each REMIC created hereunder on a calendar year taxable year basis and on an accrual basis. (f) None of the Master Servicer, the Securities Administrator, NYMT Servicing, the Subservicer or the Trustee has received shall engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)), except that, with the prior written consent of the Master Servicer and the Depositor, the Securities Administrator and the Trustee may engage in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and (d); provided that the Master Servicer shall have delivered to the Securities Administrator and the Trustee an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, Counsel to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, transaction will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary result in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material a tax liability on any REMIC created hereunder and will not disqualify any such REMIC from treatment as a REMIC; and, provided further, that will affect amounts distributable the Master Servicer shall have demonstrated to the Certificateholders. (g) In satisfaction of the event Securities Administrator and the Trustee that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in action will not adversely affect the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to rights of the Holders of the Certificates and that such action will not adversely impact the rating of the Certificates. None of the Master Servicer, except as provided the Securities Administrator, NYMT Servicing, the Subservicer or the Trustee shall, unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the last sentence judgment of this Section 5.28 the applicable Servicer, reasonably foreseeable, authorize any modification with respect to any Mortgage Loan that would (g)i) change the Mortgage Rate, defer or forgive the payment thereof of any principal or interest payments, reduce the outstanding principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, (ii) affect adversely the status of any REMIC as a REMIC or (iii) cause any REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions. The Further, none of the Master Servicer, the Securities Administrator, NYMT Servicing, the Subservicer, the Trustee or, if a Paying Agent has been appointed shall authorize any modification with respect to any Mortgage Loan that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 4.05, 1.860G 2(b) of the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, Treasury regulations and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense y) cause any REMIC constituting part of the Trust Fund (other than Estate to fail to qualify as a consequence of a breach of its obligations REMIC under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, Code or the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount imposition of any taxable contribution to any REMIC created hereunder tax on “prohibited transactions” or “contributions” after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]Provisions.

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer Servicer, the Paying Agent and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "“interests" ” in any REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "“regular interests" ” in each such REMIC designated as such in Section 2.04(a) 2.04 and the "“residual interest" ” in each such REMIC designated as such in Section 2.04(a)2.04; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "“qualified mortgages" ” as defined in Section 860G(a)(3) of the Code and "“permitted investments" ” as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also Paying Agent will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "“qualified mortgages" ” within the meaning of Section 860G(a)(3) of the Code or "“permitted investments" ” within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The None of the Depositor, the Servicer, the Paying Agent or the Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "“prohibited transaction" ” within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer Trustee, the Depositor and the Trustee Servicer shall act in accordance herewith to assure continuing treatment of each the Upper-Tier REMIC created hereunder and the Lower-Tier REMIC as a REMICs and avoid the imposition of tax on either REMIC. In particular: (a) The Servicer Trustee shall not create, or permit the creation of, any "interests" in any either REMIC created hereunder within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) interests represented by the Regular Certificates, the Residual Certificates and the "residual interest" in each such REMIC designated as such in Section 2.04(a);Uncertificated Lower-Tier Interests. (b) As of all times Except as may be required by otherwise provided in the Code, (i) the Depositor and the Servicer will ensure that shall not contribute to the Trust Estate and the Trustee shall not accept property unless substantially all of the assets of property held in each REMIC created hereunder will consist of constitutes either "qualified mortgages" as defined in Section 860G(a)(3) of the Code and or "permitted investments" as defined in Section 860G(a)(5Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be contributed to each REMIC after the start-up day unless such contribution would not subject the Trust Estate to the 100% tax on contributions to a REMIC after the start-up day of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the imposed by Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement;860G(d). (c) The Servicer Trustee shall ensure that no not accept on behalf of either REMIC created hereunder receives a any fee or other compensation for services and that no REMIC created hereunder receives neither the Trustee nor the Servicer shall knowingly accept, on behalf of the Trust Estate any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder;a REMIC. (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Sections 2.02, 2.04 or of any Eligible Investment 3.14(b)), unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" of the applicable REMIC as defined in Code Section 860F(a)(4860F(a)(4)(A) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes;accordance with Article X. (e) The Trustee shall not accept any contribution maintain books with respect to any the Trust and each REMIC created hereunder after on a calendar year taxable year and on an accrual basis. Neither the Startup Day without Servicer nor the Trustee shall engage in a "prohibited transaction" (as defined in Code Section 860F(a)(2)), except that, with the prior written consent of the Servicer and the Depositor, the Trustee may engage in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and (d); provided that the Servicer shall have delivered to the Trustee an Opinion of Counsel (which shall not be an expense of to the Trustee) effect that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, transaction will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary result in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material a tax liability on any either REMIC created hereunder and will not disqualify the Trust Estate from treatment as two REMICs; and, provided further, that will affect amounts distributable the Servicer shall have demonstrated to the Certificateholders. (g) In satisfaction of the event Trustee that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in action will not adversely affect the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to rights of the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, Certificates and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, and that such action will not adversely impact the Paying Agent from contesting, at the expense rating of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V].

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicers, the Master Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Neither the Master Servicer nor either Servicer shall not create, or permit the creation of, any "interests" in any either REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) and the "residual interest" in each such REMIC Pool designated as such in Section 2.04(a), the Subsidiary Residual Interest and the Master Residual Interest; (b) As of all times as may be required by the Code, each Servicer and the Master Servicer will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Master Servicer and the Trustee, upon the direction of the Master Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMICREMIC Pool. Further, the neither Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the neither Servicer shall, in any case, not permit substitution later than two (2) years from the Closing Date unless the such Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any either REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Each Servicer and the Master Servicer shall ensure that no neither REMIC created hereunder Pool receives a fee or other compensation for services and that no neither REMIC created hereunder Pool receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any either REMIC created hereunderPool; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any either REMIC created hereunder Pool after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Master Servicer and the Trustee, at the direction of the Master Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Master Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each either REMIC created hereunder Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on any either REMIC created hereunder Pool that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any either REMIC created hereunderPool, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee Trustee, the Master Servicer nor the either Servicer shall be responsible for any taxes imposed on any either REMIC created hereunder Pool except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V].

REMIC-Related Covenants. For as long as the Trust Fund either REMIC Pool shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Neither the Trustee nor the Servicer shall not create, or permit the creation of, any "interests" in any either REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC Pool designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a);Residual Interest. (b) As of all times as may be required by the Code, the Servicer and the Trustee each will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, Trustee also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMICREMIC Pool. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.033.04, 5.01 or 5.21 of this Agreement, and the Servicer Trustee shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any each REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Servicer Trustee shall ensure that no neither REMIC created hereunder Pool receives a fee or other compensation for services and that no neither REMIC created hereunder Pool receives any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on either REMIC Pool; provided, however, that neither REMIC Pool shall be prohibited from recognizing its "net income from foreclosure property," as provided in section 860G(c) of the Code with respect to any REMIC created hereunderMortgage Loan foreclosed upon as provided in Section 5.21; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" 78 84 within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any either REMIC created hereunder Pool after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, Trustee shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer or the Trustee deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on any either REMIC created hereunder Pool that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE End of Article V]

REMIC-Related Covenants. For as long as the Trust Fund each REMIC shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each such REMIC created hereunder as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of comply with any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) directions of the Code Seller, the Depositor, any Servicer or "permitted investments" within the meaning of Section 860G(a)(5) of Master Servicer to assure such continuing treatment. In particular, the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The Trustee shall not (a) sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment investment of deposits in an Account unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an a REMIC Opinion of Counsel, which will not be an prepared at the expense of any REMIC created hereunder or the Trustee, Trust Fund; and (b) other than with respect to the effect that such sale (i) is a substitution pursuant to a "qualified liquidation" Section 2.04 of this Agreement, as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereofapplicable, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion receipt of Counsel (which a REMIC Opinion. For as long as each REMIC shall exist, the Master Servicer shall act in accordance herewith to assure continuing treatment of such REMIC as a REMIC. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be an expense (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the TrusteeMaster Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (i) effect an exchange or reissuance of such contribution is included within the exceptions provided in Mortgage Loan under Section 860G(d)(2) 1001 of the Code and(or Treasury regulations promulgated thereunder) and (ii) cause any of REMIC I, thereforeREMIC II, will not be subject REMIC III or REMIC IV to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything fail to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the qualify as a REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transactiontransactions" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder or "contributions" after the Startup Day that is subject to tax startup date under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]Provisions.

REMIC-Related Covenants. It is intended that each REMIC formed hereunder shall constitute, and that the affairs of each REMIC shall be conducted so as to qualify it as, a REMIC as defined in and in accordance with the REMIC Provisions. For as long as the Trust Fund shall exist, the Trustee, the Servicer and the Trustee Tax Matters Person shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMICREMIC and avoid the imposition of tax on the Trust. In particular: (a) The Servicer Trustee shall not create, or knowingly permit the creation of, any "“interests" ” in any REMIC created hereunder within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such interests represented by the Regular Certificates, the REMIC designated as such in Section 2.04(a) II Regular Interests, the REMIC III Regular Interests and the "residual interest" in each such REMIC designated as such in Section 2.04(a);Residual Certificates. (b) As of all times Except as may be required by otherwise provided in the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer Seller shall not permit grant and the Trustee shall not accept property unless (i) substantially all of the transfer property held in the Trust constitutes either “qualified mortgages” or substitution of any Mortgage Loan other than pursuant to Section 3.03“permitted investments” as defined in Code Sections 860G(a)(3) and (5), 5.01 or 5.21 of this Agreementrespectively, and (ii) no property shall be contributed to the Servicer shall, in any case, Trust after the Startup Day unless such grant would not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of subject any REMIC created hereunder, that such transfer or substitution would not adversely affect to the 100% tax on contributions to a REMIC status of any REMIC created hereunder or would not otherwise be prohibited after its Startup Day imposed by this Agreement;Code Section 860G(d). (c) The Servicer Trustee shall ensure that no REMIC created hereunder receives a not accept on behalf of the Trust any fee or other compensation for services (other than as otherwise provided herein) and that no REMIC created hereunder receives shall not accept on behalf of the Trust any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder;a REMIC. (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Section 2.02, 2.04 or of any Eligible Investment 3.16), unless such sale is pursuant to a “qualified liquidation” as defined in Code Section 860F(a)(4)(A) and in accordance with Article VIII. (e) The Tax Matters Person shall maintain books with respect to each REMIC on a result calendar year and on an accrual basis. (f) Upon filing with the Internal Revenue Service, the Tax Matters Person shall furnish to the Holders of a repurchase the Residual Certificates the Form 1066 and each Form 1066Q for the applicable REMIC and shall respond promptly to written requests made not more frequently than quarterly by any Holder of Residual Certificates with respect to the following matters: (i) The original projected principal and interest cash flows on the Closing Date on each class of regular and residual interests created hereunder and on the Mortgage Loans, based on 100% and 100% of the applicable Prepayment Assumption in the case of the fixed rate and adjustable rate Mortgage Loans, respectively (and assuming that each REMIC is liquidated on the Optional Termination Date); (ii) The projected remaining principal and interest cash flows as of the end of any calendar quarter with respect to each class of regular and residual interests created hereunder and the Mortgage Loans, based on 120% and 100% of the applicable Prepayment Assumption in the case of the fixed rate and adjustable rate Mortgage Loans, respectively (and assuming that each REMIC is liquidated on the Optional Termination Date); (iii) The applicable percentage of the Prepayment Assumption and any interest rate assumptions used in determining the projected principal and interest cash flows described above; (iv) The original issue discount (or, in the case of the Mortgage Loans, market discount) or premium accrued or amortized through the end of such calendar quarter with respect to each class of regular or residual interests created hereunder and with respect to the Mortgage Loans, together with each constant yield to maturity used in computing the same; (v) The treatment of losses realized with respect to the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counselregular interests created hereunder, which will not be an expense including the timing and amount of any cancellation of indebtedness income of each REMIC created hereunder with respect to such regular interests or the Trustee, bad debt deductions claimed with respect to the effect Mortgage Loans; (vi) The amount and timing of any non-interest expenses of each REMIC; and (vii) Any taxes (including penalties and interest) imposed on each REMIC, including, without limitation, taxes on “prohibited transactions,” “contributions” or “net income from foreclosure property” or state or local income or franchise taxes. In the event that such sale (i) any tax is pursuant to a "qualified liquidation" imposed on “prohibited transactions” of the Trust as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in Code, on the realization “net income from foreclosure property” of a material amount REMIC as defined in Section 860G(c) of gain or loss for federal income tax purposes; (e) The Trustee shall not accept the Code, on any contribution to any REMIC created hereunder the Trust after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in pursuant to Section 860G(d)(2860G(d) of the Code andCode, therefore, will not be subject to the or any other tax (other than any minimum tax imposed by Section 860G(d)(1) 24874 and 23153 of the California Revenue and Taxation Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunderimposed, such tax shall be treated paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Tax Matters Person, if such tax arises out of or results from a breach by the Tax Matters Person of any of the obligations under this Agreement, (iii) 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 (iv) otherwise the Holders of the applicable Residual Certificates in proportion to their Percentage Interests. To the same manner as a Realized Loss and shall be charged extent any tax is chargeable against the Holders of the Residual Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Holders of the Certificates, except as provided in applicable Residual Certificates on any Distribution Date sufficient funds to reimburse the last sentence Trustee for the payment of this Section 5.28 such tax (gto the extent that the Trustee has not been previously reimbursed or indemnified therefor). The Trustee orshall not engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)), if a Paying Agent has been appointed under Section 4.05except that, with the prior written consent of the Seller, the Paying Agent Trustee may engage in the activities otherwise prohibited by the foregoing clauses (b), (c) and (d), provided that the Seller shall withdraw have delivered to the Trustee an Opinion of Counsel to the effect that such transaction will not result in the imposition of a contribution or prohibited transaction tax on the Trust and will not disqualify any REMIC from treatment as a REMIC; and provided that the Collection Account sufficient funds Seller shall have demonstrated to the satisfaction of the Trustee that such action will not adversely affect the rights of the holders of the Certificates and the Trustee and that such action will not adversely impact the rating of the Offered Certificates. (g) Except as provided below, the Tax Matters Person shall pay out of its own funds, without any right of reimbursement, any and all tax related expenses of the Trust (including, but not limited to, tax return preparation and filing expenses and any professional fees or provide expenses related to audits or any administrative or judicial proceedings with respect to the Trust that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any Opinion of Counsel required pursuant to Sections 2.05, 3.06 and 10.02 and other than taxes except as specified herein. The Trustee and the Tax Matters Person shall be entitled to be reimbursed for any professional fees or expenses related to audits or any administrative or judicial proceedings that do not result from any breach of their respective duties hereunder. (h) On behalf of each REMIC, the payment ofTrustee, Servicer or Tax Matters Person, as applicable, shall do the following: (i) the Tax Matters Person shall prepare, sign and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066) and any other Tax Return required to be filed by each REMIC, using a calendar year as the taxable year for each REMIC; (ii) the Tax Matters Person shall make, or cause to be made, an election, on behalf of each REMIC, to be treated as a REMIC on the federal tax return of each REMIC for its first taxable year; (iii) the Tax Matters Person shall prepare and forward, or cause to be prepared and forwarded, to the Servicer, the Seller, the Trustee (which, subject to receipt thereof shall forward to the Certificateholders, except for Holders of the Residual Certificates) and to actually pay, such tax the Internal Revenue Service and any other relevant governmental taxing authority all information returns or reports as is estimated and when required to be legally owed provided to them in accordance with the REMIC Provisions; (iv) the Trustee, the Tax Matters Person and the Servicer shall to the extent that the affairs of any REMIC are within its control, conduct such affairs of each REMIC at all times that any Certificates are outstanding so as to maintain the status of each REMIC as a REMIC under the REMIC Provisions and any other applicable federal, state and local laws, including, without limitation with respect to the Trustee, information reports relating to “original issue discount,” as defined in the Code, based upon 120% of the applicable Prepayment Assumption for fixed rate Mortgage Loans and 100% of the applicable Prepayment Assumption for adjustable rate Mortgage Loans, calculated by using the issue price of the Certificates; (v) the Trustee, the Servicer and Tax Matters Person shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC; (vi) the Trustee shall pay the amount of any and all federal, state and local taxes upon the Trustee or the Certificateholders in connection with the Trust or the Mortgage Loans, prohibited transaction taxes as defined in Section 860F of the Code, other than any amount due as a result of a transfer or attempted or purported transfer in violation of Section 6.02, imposed on the Trust when and as the same shall be due and payable (but such authorization obligation shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent or any other appropriate Person from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), contesting any such tax in appropriate proceedings, proceedings and shall not prevent the Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under shall be entitled to reimbursement for all such amounts in accordance with Section 4.05, 2.12; (vii) the Paying Agent is hereby authorized to Trustee and the Tax Matters Person shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent ensure that any such returns or reports filed on behalf of the Trust are properly executed by the appropriate person; (viii) the Tax Matters Person shall represent the Trust in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of the Trust, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of the Trust and otherwise act on behalf of the Trust in relation to any tax matter involving the Trust; (ix) the Trustee and the Tax Matters Person shall as provided in Section 6.02, make available information necessary for the computation of any tax imposed (1) on transferors of residual interests to transferees that are not Permitted Transferees or (2) on pass-through entities, any interest in which is paid held by an entity which is not a Permitted Transferee; (x) the Trustee and the Tax Matters Person shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is not a Permitted Transferee, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or applicable state or local tax authoritiesorganization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having among its record holders at any time any Person that is not a Permitted Transferee. Reasonable compensation for providing such information may be required by the Trustee; and (xi) the Trustee, the Trustee or a Paying Agent has been appointed under Section 4.05Servicer and the Tax Matters Person shall cooperate with each other in connection with the foregoing obligations, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, including signing any Tax Returns to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]required by law.

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder the Trust Fund as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder the Trust Fund within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC the Trust Fund designated as such in Section 2.04(a) and the "residual interest" in each such REMIC the Trust Fund designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder the Trust Fund will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the Trust Fund's compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMICthe Trust Fund. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two (2) years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder the Trust Fund or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives the Trust Fund does not receive a fee or other compensation for services and that no REMIC created hereunder receives the Trust Fund does not receive any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunderthe Trust Fund; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder the Trust Fund after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder the Trust Fund under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder the Trust Fund that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunderthe Trust Fund, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder the Trust Fund except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. It is intended that each REMIC formed hereunder shall constitute, and that the affairs of each REMIC shall be conducted so as to qualify it as, a REMIC as defined in and in accordance with the REMIC Provisions. For as long as the Trust Fund shall exist, the Trustee, the Servicer and the Trustee Tax Matters Person shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMICREMIC and avoid the imposition of tax on the Trust. In particular: (a) The Servicer Trustee shall not create, or knowingly permit the creation of, any "“interests" ” in any REMIC created hereunder within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such interests represented by the Regular Certificates, the REMIC designated as such in Section 2.04(a) II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests and the "residual interest" in each such REMIC designated as such in Section 2.04(a);Residual Certificates. (b) As of all times Except as may be required by otherwise provided in the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer Seller shall not permit grant and the Trustee shall not accept property unless (i) substantially all of the transfer property held in the Trust constitutes either “qualified mortgages” or substitution of any Mortgage Loan other than pursuant to Section 3.03“permitted investments” as defined in Code Sections 860G(a)(3) and (5), 5.01 or 5.21 of this Agreementrespectively, and (ii) no property shall be contributed to the Servicer shall, in any case, Trust after the Startup Day unless such grant would not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of subject any REMIC created hereunder, that such transfer or substitution would not adversely affect to the 100% tax on contributions to a REMIC status of any REMIC created hereunder or would not otherwise be prohibited after its Startup Day imposed by this Agreement;Code Section 860G(d). (c) The Servicer Trustee shall ensure that no REMIC created hereunder receives a not accept on behalf of the Trust any fee or other compensation for services (other than as otherwise provided herein) and that no REMIC created hereunder receives shall not accept on behalf of the Trust any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder;a REMIC. (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Section 2.02, 2.04 or of any Eligible Investment 3.16), unless such sale is pursuant to a “qualified liquidation” as defined in Code Section 860F(a)(4)(A) and in accordance with Article VIII. (e) The Tax Matters Person shall maintain books with respect to each REMIC on a result calendar year and on an accrual basis. (f) Upon filing with the Internal Revenue Service, the Tax Matters Person shall furnish to the Holders of a repurchase the Residual Certificates the Form 1066 and each Form 1066Q for the applicable REMIC and shall respond promptly to written requests made not more frequently than quarterly by any Holder of Residual Certificates with respect to the following matters: (i) The original projected principal and interest cash flows on the Closing Date on each class of regular and residual interests created hereunder and on the Mortgage Loans, based on 100% and 100% of the applicable Prepayment Assumption in the case of the fixed rate and adjustable rate Mortgage Loans, respectively (and assuming that each REMIC is liquidated on the Optional Termination Date); (ii) The projected remaining principal and interest cash flows as of the end of any calendar quarter with respect to each class of regular and residual interests created hereunder and the Mortgage Loans, based on 120% and 100% of the applicable Prepayment Assumption in the case of the fixed rate and adjustable rate Mortgage Loans, respectively (and assuming that each REMIC is liquidated on the Optional Termination Date); (iii) The applicable percentage of the Prepayment Assumption and any interest rate assumptions used in determining the projected principal and interest cash flows described above; (iv) The original issue discount (or, in the case of the Mortgage Loans, market discount) or premium accrued or amortized through the end of such calendar quarter with respect to each class of regular or residual interests created hereunder and with respect to the Mortgage Loans, together with each constant yield to maturity used in computing the same; (v) The treatment of losses realized with respect to the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counselregular interests created hereunder, which will not be an expense including the timing and amount of any cancellation of indebtedness income of each REMIC created hereunder with respect to such regular interests or the Trustee, bad debt deductions claimed with respect to the effect Mortgage Loans; (vi) The amount and timing of any non-interest expenses of each REMIC; and (vii) Any taxes (including penalties and interest) imposed on each REMIC, including, without limitation, taxes on “prohibited transactions,” “contributions” or “net income from foreclosure property” or state or local income or franchise taxes. In the event that such sale (i) any tax is pursuant to a "qualified liquidation" imposed on “prohibited transactions” of the Trust as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in Code, on the realization “net income from foreclosure property” of a material amount REMIC as defined in Section 860G(c) of gain or loss for federal income tax purposes; (e) The Trustee shall not accept the Code, on any contribution to any REMIC created hereunder the Trust after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in pursuant to Section 860G(d)(2860G(d) of the Code andCode, therefore, will not be subject to the or any other tax (other than any minimum tax imposed by Section 860G(d)(1) 24874 and 23153 of the California Revenue and Taxation Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunderimposed, such tax shall be treated paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Tax Matters Person, if such tax arises out of or results from a breach by the Tax Matters Person of any of the obligations under this Agreement, (iii) 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 (iv) otherwise the Holders of the applicable Residual Certificates in proportion to their Percentage Interests. To the same manner as a Realized Loss and shall be charged extent any tax is chargeable against the Holders of the Residual Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Holders of the Certificates, except as provided in applicable Residual Certificates on any Distribution Date sufficient funds to reimburse the last sentence Trustee for the payment of this Section 5.28 such tax (gto the extent that the Trustee has not been previously reimbursed or indemnified therefor). The Trustee orshall not engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)), if a Paying Agent has been appointed under Section 4.05except that, with the prior written consent of the Seller, the Paying Agent Trustee may engage in the activities otherwise prohibited by the foregoing clauses (b), (c) and (d), provided that the Seller shall withdraw have delivered to the Trustee an Opinion of Counsel to the effect that such transaction will not result in the imposition of a contribution or prohibited transaction tax on the Trust and will not disqualify any REMIC from treatment as a REMIC; and provided that the Collection Account sufficient funds Seller shall have demonstrated to the satisfaction of the Trustee that such action will not adversely affect the rights of the holders of the Certificates and the Trustee and that such action will not adversely impact the rating of the Offered Certificates. (g) Except as provided below, the Tax Matters Person shall pay out of its own funds, without any right of reimbursement, any and all tax related expenses of the Trust (including, but not limited to, tax return preparation and filing expenses and any professional fees or provide expenses related to audits or any administrative or judicial proceedings with respect to the Trust that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any Opinion of Counsel required pursuant to Sections 2.05, 3.06 and 10.02 and other than taxes except as specified herein. The Trustee and the Tax Matters Person shall be entitled to be reimbursed for any professional fees or expenses related to audits or any administrative or judicial proceedings that do not result from any breach of their respective duties hereunder. (h) On behalf of each REMIC, the payment ofTrustee, Servicer or Tax Matters Person, as applicable, shall do the following: (i) the Tax Matters Person shall prepare, sign and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066) and any other Tax Return required to be filed by each REMIC, using a calendar year as the taxable year for each REMIC; (ii) the Tax Matters Person shall make, or cause to be made, an election, on behalf of each REMIC, to be treated as a REMIC on the federal tax return of each REMIC for its first taxable year; (iii) the Tax Matters Person shall prepare and forward, or cause to be prepared and forwarded, to the Servicer, the Seller, the Trustee (which, subject to receipt thereof shall forward to the Certificateholders, except for Holders of the Residual Certificates) and to actually pay, such tax the Internal Revenue Service and any other relevant governmental taxing authority all information returns or reports as is estimated and when required to be legally owed provided to them in accordance with the REMIC Provisions; (iv) the Trustee, the Tax Matters Person and the Servicer shall to the extent that the affairs of any REMIC are within its control, conduct such affairs of each REMIC at all times that any Certificates are outstanding so as to maintain the status of each REMIC as a REMIC under the REMIC Provisions and any other applicable federal, state and local laws, including, without limitation with respect to the Trustee, information reports relating to “original issue discount,” as defined in the Code, based upon 120% of the applicable Prepayment Assumption for fixed rate Mortgage Loans and 100% of the applicable Prepayment Assumption for adjustable rate Mortgage Loans, calculated by using the issue price of the Certificates; (v) the Trustee, the Servicer and Tax Matters Person shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC; (vi) the Trustee shall pay the amount of any and all federal, state and local taxes upon the Trustee or the Certificateholders in connection with the Trust or the Mortgage Loans, prohibited transaction taxes as defined in Section 860F of the Code, other than any amount due as a result of a transfer or attempted or purported transfer in violation of Section 6.02, imposed on the Trust when and as the same shall be due and payable (but such authorization obligation shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent or any other appropriate Person from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), contesting any such tax in appropriate proceedings, proceedings and shall not prevent the Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under shall be entitled to reimbursement for all such amounts in accordance with Section 4.05, 2.12; (vii) the Paying Agent is hereby authorized to Trustee and the Tax Matters Person shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent ensure that any such returns or reports filed on behalf of the Trust are properly executed by the appropriate person; (viii) the Tax Matters Person shall represent the Trust in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of the Trust, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of the Trust and otherwise act on behalf of the Trust in relation to any tax matter involving the Trust; (ix) the Trustee and the Tax Matters Person shall as provided in Section 6.02, make available information necessary for the computation of any tax imposed (1) on transferors of residual interests to transferees that are not Permitted Transferees or (2) on pass-through entities, any interest in which is paid held by an entity which is not a Permitted Transferee; (x) the Trustee and the Tax Matters Person shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is not a Permitted Transferee, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or applicable state or local tax authoritiesorganization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having among its record holders at any time any Person that is not a Permitted Transferee. Reasonable compensation for providing such information may be required by the Trustee; and (xi) the Trustee, the Trustee or a Paying Agent has been appointed under Section 4.05Servicer and the Tax Matters Person shall cooperate with each other in connection with the foregoing obligations, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, including signing any Tax Returns to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]required by law.

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any either REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC Pool designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Residual Interest; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMICREMIC Pool. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any either REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no neither REMIC created hereunder Pool receives a fee or other compensation for services and that no neither REMIC created hereunder Pool receives any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any either REMIC created hereunderPool; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any either REMIC created hereunder Pool after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on any either REMIC created hereunder Pool that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any either REMIC created hereunderPool, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any either REMIC created hereunder Pool except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V].

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder the Trust Fund as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder the Trust Fund within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC the Trust Fund designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Class A-R Certificate; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder the Trust Fund will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the Trust Fund's compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulationsregulations) relating to the assets held by such REMICthe Trust Fund. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder the Trust Fund or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives the Trust Fund does not receive a fee or other compensation for services and that no REMIC created hereunder receives the Trust Fund does not receive any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunderthe Trust Fund; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder the Trust Fund after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder the Trust Fund under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder the Trust Fund that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunderthe Trust Fund, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder the Trust Fund except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder the Trust Fund as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder the Trust Fund within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC the Trust Fund designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Residual Interest; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder the Trust Fund will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the Trust Fund's compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMICthe Trust Fund. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder the Trust Fund or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives the Trust Fund does not receive a fee or other compensation for services and that no REMIC created hereunder receives the Trust Fund does not receive any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunderthe Trust Fund; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder the Trust Fund after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder the Trust Fund under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder the Trust Fund that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunderthe Trust Fund, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder the Trust Fund except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer Servicer, the Paying Agent and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also Paying Agent will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, 140 which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The None of the Depositor, the Servicer, the Paying Agent or the Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. The Trustee shall not be liable hereunder for any taxes imposed on any REMIC hereunder as the result of any direction taken hereunder from the Servicer or any action of the Servicer or Paying Agent hereunder. (h) [Reserved]. [END OF ARTICLE V]

REMIC-Related Covenants. It is intended that each REMIC formed hereunder shall constitute, and that the affairs of each REMIC shall be conducted so as to qualify it as, a REMIC as defined in and in accordance with the REMIC Provisions. For as long as the Trust Fund shall exist, the Servicer Trustee, the Servicer, the Master Servicer, the Securities Administrator and the Trustee Tax Matters Person shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMICREMIC and avoid the imposition of tax on the Trust. In particular: (a) The Servicer Trustee and the Securities Administrator shall not create, or knowingly permit the creation of, any "“interests" ” in any REMIC created hereunder within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such interests represented by the Regular Certificates, the REMIC designated as such in Section 2.04(a) II Regular Interests and the "residual interest" in each such REMIC designated as such in Section 2.04(a);Residual Certificates. (b) As of all times Except as may be required by otherwise provided in the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer Seller shall not permit grant and the Trustee shall not accept property unless (i) substantially all of the transfer property held in the Trust constitutes either “qualified mortgages” or substitution of any Mortgage Loan other than pursuant to Section 3.03“permitted investments” as defined in Code Sections 860G(a)(3) and (5), 5.01 or 5.21 of this Agreementrespectively, and (ii) no property shall be contributed to the Servicer shall, in any case, Trust after the Startup Day unless such grant would not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of subject any REMIC created hereunder, that such transfer or substitution would not adversely affect to the 100% tax on contributions to a REMIC status of any REMIC created hereunder or would not otherwise be prohibited after its Startup Day imposed by this Agreement;Code Section 860G(d). (c) The Servicer Trustee shall ensure that no REMIC created hereunder receives a not accept on behalf of the Trust any fee or other compensation for services (other than as otherwise provided herein) and that no REMIC created hereunder receives shall not accept on behalf of the Trust any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder;a REMIC. (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Section 2.02, 2.04 or of any Eligible Investment 3.16), unless such sale is pursuant to a “qualified liquidation” as defined in Code Section 860F(a)(4)(A) and in accordance with Article VIII. (e) The Tax Matters Person shall maintain books with respect to each REMIC on a result calendar year and on an accrual basis. (f) Upon filing with the Internal Revenue Service, the Tax Matters Person shall furnish to the Holders of a repurchase the Residual Certificates the Form 1066 and each Form 1066Q for the applicable REMIC and shall respond promptly to written requests made not more frequently than quarterly by any Holder of Residual Certificates with respect to the following matters: (i) The original projected principal and interest cash flows on the Closing Date on each class of regular and residual interests created hereunder and on the Mortgage Loans, based on 100% of the applicable Prepayment Assumption in the case of each of the fixed rate and adjustable rate Mortgage Loans (and assuming that each REMIC is liquidated on the Optional Termination Date); (ii) The projected remaining principal and interest cash flows as of the end of any calendar quarter with respect to each class of regular and residual interests created hereunder and the Mortgage Loans, based on 100% of the applicable Prepayment Assumption in the case of each of the fixed rate and adjustable rate Mortgage Loans (and assuming that each REMIC is liquidated on the Optional Termination Date); (iii) The applicable percentage of the Prepayment Assumption and any interest rate assumptions used in determining the projected principal and interest cash flows described above; (iv) The original issue discount (or, in the case of the Mortgage Loans, market discount) or premium accrued or amortized through the end of such calendar quarter with respect to each class of regular or residual interests created hereunder and with respect to the Mortgage Loans, together with each constant yield to maturity used in computing the same; (v) The treatment of losses realized with respect to the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counselregular interests created hereunder, which will not be an expense including the timing and amount of any cancellation of indebtedness income of each REMIC created hereunder with respect to such regular interests or the Trustee, bad debt deductions claimed with respect to the effect Mortgage Loans; (vi) The amount and timing of any non-interest expenses of each REMIC; and (vii) Any taxes (including penalties and interest) imposed on each REMIC, including, without limitation, taxes on “prohibited transactions,” “contributions” or “net income from foreclosure property” or state or local income or franchise taxes. In the event that such sale (i) any tax is pursuant to a "qualified liquidation" imposed on “prohibited transactions” of the Trust as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in Code, on the realization “net income from foreclosure property” of a material amount REMIC as defined in Section 860G(c) of gain or loss for federal income tax purposes; (e) The Trustee shall not accept the Code, on any contribution to any REMIC created hereunder the Trust after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in pursuant to Section 860G(d)(2860G(d) of the Code andCode, therefore, will not be subject to the or any other tax (other than any minimum tax imposed by Section 860G(d)(1) 24874 and 23153 of the California Revenue and Taxation Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunderimposed, such tax shall be treated paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Tax Matters Person, if such tax arises out of or results from a breach by the Tax Matters Person of any of the obligations under this Agreement, (iii) the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement, (iv) 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, (v) the Securities Administrator, if such tax arises out of or results from a breach by the Securities Administrator of any of its obligations under this Agreement, or (vi) otherwise the Holders of the applicable Residual Certificates in proportion to their Percentage Interests. To the same manner as a Realized Loss and shall be charged extent any tax is chargeable against the Holders of the Residual Certificates, notwithstanding anything to the contrary contained herein, the Securities Administrator is hereby authorized to retain from amounts otherwise distributable to the Holders of the Certificates, except as provided in applicable Residual Certificates on any Distribution Date sufficient funds to reimburse the last sentence Trustee for the payment of this Section 5.28 such tax (gto the extent that the Trustee has not been previously reimbursed or indemnified therefor). The Trustee orshall not engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)), if a Paying Agent has been appointed under Section 4.05except that, with the prior written consent of the Seller, the Paying Agent Trustee may engage in the activities otherwise prohibited by the foregoing clauses (b), (c) and (d), provided that the Seller shall withdraw have delivered to the Trustee an Opinion of Counsel to the effect that such transaction will not result in the imposition of a contribution or prohibited transaction tax on the Trust and will not disqualify any REMIC from treatment as a REMIC; and provided that the Seller shall have demonstrated to the satisfaction of the Trustee that such action will not adversely affect the rights of the holders of the Certificates, the Securities Administrator, the Master Servicer and the Trustee and that such action will not adversely impact the rating of the Offered Certificates. (g) Except as provided below, the Tax Matters Person shall direct the Securities Administrator to pay from the Collection Account sufficient funds Tax Matters Fee any and all tax related expenses of the Trust (including, but not limited to, tax return preparation and filing expenses and any professional fees or expenses related to pay audits or provide any administrative or judicial proceedings with respect to the Trust that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any Opinion of Counsel required pursuant to Sections 2.05, 3.06 and 10.02 and other than taxes except as specified herein. The Securities Administrator and the Tax Matters Person shall be entitled to be reimbursed for any professional fees or expenses related to audits or any administrative or judicial proceedings that do not result from any breach of their respective duties hereunder. (h) On behalf of each REMIC, the payment ofTrustee, Servicer, the Master Servicer, the Securities Administrator or Tax Matters Person, as applicable, shall do the following: (i) the Tax Matters Person shall prepare, sign and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066) and any other Tax Return required to be filed by each REMIC, using a calendar year as the taxable year for each REMIC; (ii) the Tax Matters Person shall make, or cause to be made, an election, on behalf of each REMIC, to be treated as a REMIC on the federal tax return of each REMIC for its first taxable year; (iii) the Tax Matters Person shall prepare and forward, or cause to be prepared and forwarded, to the Servicer, the Seller, the Trustee (which, subject to receipt thereof shall forward to the Certificateholders, except for Holders of the Residual Certificates) and to actually pay, such tax the Internal Revenue Service and any other relevant governmental taxing authority all information returns or reports as is estimated and when required to be legally owed provided to them in accordance with the REMIC Provisions; (iv) the Trustee, the Tax Matters Person, the Master Servicer, the Securities Administrator and the Servicer shall to the extent that the affairs of any REMIC are within its control, conduct such affairs of each REMIC at all times that any Certificates are outstanding so as to maintain the status of each REMIC as a REMIC under the REMIC Provisions and any other applicable federal, state and local laws, including, without limitation with respect to the Trustee and the Securities Administrator, information reports relating to “original issue discount,” as defined in the Code, based upon 120% of the applicable Prepayment Assumption for fixed rate Mortgage Loans and 100% of the applicable Prepayment Assumption for adjustable rate Mortgage Loans, calculated by using the issue price of the Certificates; (v) the Trustee, the Servicer, the Master Servicer, the Securities Administrator and Tax Matters Person shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC; (vi) the Securities Administrator shall pay the amount of any and all federal, state and local taxes upon the Trustee, the Securities Administrator or the Certificateholders in connection with the Trust or the Mortgage Loans, prohibited transaction taxes as defined in Section 860F of the Code, other than any amount due as a result of a transfer or attempted or purported transfer in violation of Section 6.02, imposed on the Trust when and as the same shall be due and payable (but such authorization obligation shall not prevent the Trustee, the Securities Administrator or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, or the Paying Agent Securities Administrator from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee oror the Securities Administrator, if a Paying Agent has been appointed under as applicable, shall be entitled to reimbursement for all such amounts in accordance with Section 4.05, 2.12; (vii) the Paying Agent is hereby authorized to Trustee and the Tax Matters Person shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent ensure that any such returns or reports filed on behalf of the Trust are properly executed by the appropriate person; (viii) the Tax Matters Person shall represent the Trust in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of the Trust, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of the Trust and otherwise act on behalf of the Trust in relation to any tax matter involving the Trust; (ix) the Securities Administrator and the Tax Matters Person shall as provided in Section 6.02, make available information necessary for the computation of any tax imposed (1) on transferors of residual interests to transferees that are not Permitted Transferees or (2) on pass-through entities, any interest in which is paid held by an entity which is not a Permitted Transferee; (x) the Securities Administrator and the Tax Matters Person shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is not a Permitted Transferee, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or applicable state or local tax authoritiesorganization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having among its record holders at any time any Person that is not a Permitted Transferee. Reasonable compensation for providing such information may be required by the Securities Administrator; and (xi) the Trustee, the Trustee or a Paying Agent has been appointed under Section 4.05Servicer, the Paying Agent Master Servicer, the Securities Administrator and the Tax Matters Person shall retain an equal amount from future amounts otherwise distributable to cooperate with each other in connection with the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificatesforegoing obligations, including signing any Tax Returns to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]required by law.

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any each REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC Pool designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Residual Interest; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulationsregulations) relating to the assets held by such REMICREMIC Pool. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any either REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no neither REMIC created hereunder Pool receives a fee or other compensation for services and that no neither REMIC created hereunder Pool receives any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any either REMIC created hereunderPool; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any either REMIC created hereunder Pool after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each either REMIC created hereunder Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on any either REMIC created hereunder Pool that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any either REMIC created hereunderPool, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]Section

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder the Trust Fund as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any the REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such the REMIC designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Residual Interest; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder the Trust Fund will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the Trust Fund's compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMICthe Trust Fund. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder the Trust Fund or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives the Trust Fund does not receive a fee or other compensation for services and that no REMIC created hereunder receives the Trust Fund does not receive any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunderthe Trust Fund; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder the Trust Fund after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder the Trust Fund under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder the Trust Fund that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunderthe Trust Fund, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Certificate Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder the Trust Fund except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE End of Article V]

REMIC-Related Covenants. For as long as the Trust ----------------------- Fund shall exist, the Master Servicer and the Trustee shall act in accordance herewith to assure continuing continued treatment of each REMIC created hereunder the Trust Fund (exclusive of the Mortgage 100 Pledge Agreements, Parent Power Agreements and the Pre-Funding Account (including the funds therein)) as a REMIC. In particular: (a) The Master Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder the Trust Fund (exclusive of the Mortgage 100 Pledge Agreements, Parent Power Agreements and the Pre-Funding Account (including the funds therein)) within the meaning of Section 860G(a) 860G of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) and interests represented by the "residual interest" in each such REMIC designated as such in Section 2.04(a)Certificates; (b) As of all times as may be required by the Code, the Master Servicer will ensure that substantially all of the assets of each REMIC created hereunder the Trust Fund (exclusive of the Mortgage 100 Pledge Agreements, Parent Power Agreements and the Pre-Funding Account (including the funds therein)) will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Master Servicer and the Trustee, upon the direction of the Servicer, also will shall maintain records that are sufficient to indicate the Trust Fund's compliance of each REMIC created hereunder with applicable requirements of the Code (and or applicable Proposed, Temporary or final Treasury Regulations) relating to the assets (exclusive of the Mortgage 100 Pledge Agreements, Parent Power Agreements and the Pre-Funding Account (including the funds therein)) held by such REMICthe Trust Fund. Further, the Master Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 two years or 5.21 of this Agreement, and more after the Servicer shall, in any case, not permit substitution Closing Date unless the Master Servicer and the Trustee have received an Opinion of Counsel, which will not shall be an expense of any REMIC created hereunderthe Master Servicer, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder the Trust Fund (exclusive of the Mortgage 100 Pledge Agreements, Parent Power Agreements and the Pre-Funding Account (including the funds therein)) or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder the Trust Fund as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder the Trust Fund within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such the REMIC designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Residual Interest; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder the Trust Fund will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the Trust Fund's compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulationsregulations) relating to the assets held by such REMICthe Trust Fund. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder the Trust Fund or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives the Trust Fund does not receive a fee or other compensation for services and that no REMIC created hereunder receives the Trust Fund does not receive any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunderthe Trust Fund; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder the Trust Fund after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder the Trust Fund under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder the Trust Fund that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunderthe Trust Fund, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder the Trust Fund except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer Servicer, the Paying Agent and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also Paying Agent will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The None of the Depositor, the Servicer, the Paying Agent or the Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an 66 Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]The Trustee shall not be liable hereunder for any taxes imposed on any REMIC hereunder as the result of any direction taken hereunder from the Servicer or any action of the Servicer or Paying Agent hereunder.

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer Servicer, the Paying Agent and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "“interests" ” in any REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "“regular interests" ” in each such REMIC designated as such in Section 2.04(a) and the "“residual interest" ” in each such REMIC designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "“qualified mortgages" ” as defined in Section 860G(a)(3) of the Code and "“permitted investments" ” as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also Paying Agent will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "“qualified mortgages" ” within the meaning of Section 860G(a)(3) of the Code or "“permitted investments" ” within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The None of the Depositor, the Servicer, the Paying Agent or the Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "“prohibited transaction" ” within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any each REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC Pool designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Residual Interest; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulationsregulations) relating to the assets held by such REMICREMIC Pool. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any either REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no neither REMIC created hereunder Pool receives a fee or other compensation for services and that no neither REMIC created hereunder Pool receives any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any either REMIC created hereunderPool; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any either REMIC created hereunder Pool after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each either REMIC created hereunder Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on any either REMIC created hereunder Pool that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any either REMIC created hereunderPool, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any either REMIC created hereunder Pool except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V].

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer Servicers, the Certificate Administrator and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Neither Servicer nor the Certificate Administrator shall not create, or permit the creation of, any "interests" in any each REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC Pool designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Residual Interest; (b) As of all times as may be required by the Code, each Servicer and the Servicer Certificate Administrator will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer Certificate Administrator and the Trustee, upon the direction of the ServicerCertificate Administrator, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMICREMIC Pool. Further, the neither Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the neither Servicer shall, in any case, not permit substitution later than two (2) years from the Closing Date unless the such Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any either REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Each Servicer and the Certificate Administrator shall ensure that no neither REMIC created hereunder Pool receives a fee or other compensation for services and that no neither REMIC created hereunder Pool receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any either REMIC created hereunderPool; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any either REMIC created hereunder Pool after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer Certificate Administrator and the Trustee, at the direction of the ServicerCertificate Administrator, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer Certificate Administrator deems such action or inaction reasonably necessary to ensure the REMIC status of each either REMIC created hereunder Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on any either REMIC created hereunder Pool that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any either REMIC created hereunderPool, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent Certificate Administrator shall withdraw from the Collection Certificate Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent Certificate Administrator from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee Trustee, the Certificate Administrator nor the either Servicer shall be responsible for any taxes imposed on any either REMIC created hereunder Pool except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V].

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer Depositor, the Owner Trustee and the Trustee Administrator, in connection with any actions taken by any such Person on behalf of the Trust, shall act in accordance herewith to assure for the purpose of continuing treatment of each REMIC created hereunder as a REMIC and avoid the imposition of tax on any REMIC. In particular: (a) : The Servicer Trust shall not create, or permit the creation of, any "“interests" ” in any REMIC created hereunder within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such REMIC designated as such interests described in Section 2.04(a) and the "residual interest" 2.11 hereof; Except as otherwise provided in each such REMIC designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that Depositor shall not grant and the Trust shall not accept property unless (i) substantially all of the assets of property held in each REMIC created hereunder will consist of "constitutes either “qualified mortgages" ” or “permitted investments” as defined in Section Code Sections 860G(a)(3) of and (5), respectively, and (ii) no property shall be contributed to any REMIC after the Code and "permitted investments" as defined in Section 860G(a)(5) of start-up day unless such grant would not subject the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating Trust to the assets held 100% tax on contributions to a REMIC after the start-up day of such REMIC imposed by such REMIC. Further, the Servicer shall not permit and the Trustee Code Section 860G(d); The Trust shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense on behalf of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives the Owner Trustee and the Administrator shall not knowingly accept on behalf of the Trust any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder; (d) such REMIC; The Trustee Trust shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment Collateral unless such sale is pursuant to a “qualified liquidation” as a result of a repurchase defined in Code Section 860F(a)(4)(A) of the Mortgage Loans pursuant applicable REMIC; and The Administrator shall maintain books with respect to this Agreement or the Trust Fund on a calendar year taxable year and on an accrual basis. The Trust shall not engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)), except that, with the prior written consent of the Depositor, the Trust may engage in the activities otherwise prohibited by the foregoing clauses (ii), (iii) and (iv), provided that the Depositor shall have delivered to the Owner Trustee, the Indenture Trustee has received and the Insurer (so long as the Class A Notes are Outstanding) an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, Counsel to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, transaction will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary result in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material a tax liability on any REMIC created hereunder the REMICs and will not disqualify the REMICs from treatment as REMICs; and provided, further, that such action will not adversely affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to rights of the Holders of the Certificates, except as provided in Securities and will not adversely impact the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense ratings of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]Notes.

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any either REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC Pool designated as such in Section 2.04(a) and the "residual interest" in each such REMIC Pool designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulationsregulations) relating to the assets held by such REMICREMIC Pool. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any either REMIC created hereunder or Pool and would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any either REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC Pool designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Residual Interest; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMICREMIC Pool. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any either REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no neither REMIC created hereunder Pool receives a fee or other compensation for services and that no neither REMIC created hereunder Pool receives any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any either REMIC created hereunderPool; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any either REMIC created hereunder Pool after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on any either REMIC created hereunder Pool that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any either REMIC created hereunderPool, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any either REMIC created hereunder Pool except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any either REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC Pool designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Master Residual Interest and Subsidiary Residual Interest; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulationsregulations) relating to the assets held by such REMICeach REMIC Pool. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any either REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder the Trust as a REMICREMIC and avoid the imposition of tax on the Trust. In particular: (a) The Servicer Trustee shall not create, or permit the creation of, any "“interests" ” in any REMIC created hereunder the Trust within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) interests represented by the Regular Certificates and the "residual interest" in each such REMIC designated as such in Section 2.04(a);Class R Certificates. (b) As of all times Except as may be required by otherwise provided in the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer Depositor shall not permit grant and the Trustee shall not accept property unless (i) substantially all of the transfer property held in the REMIC Trust constitutes either “qualified mortgages” or substitution of any Mortgage Loan other than pursuant to Section 3.03“permitted investments” as defined in Code Sections 860G(a)(3) and (5), 5.01 or 5.21 of this Agreementrespectively, and (ii) if such proposed contribution is to be contributed to the Servicer shallREMIC Trust after the start-up day, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution grant would not adversely affect subject the Trust to the 100% tax on contributions to a REMIC after the start-up day of the REMIC status of any REMIC created hereunder or would not otherwise be prohibited imposed by this Agreement;Code Section 860G(d). (c) The Servicer Trustee shall ensure that no REMIC created hereunder receives a not accept on behalf of the Trust any fee or other compensation for services (other than as otherwise provided herein) and that no REMIC created hereunder receives shall not accept on behalf of the Trust any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder;a REMIC. (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Section 2.02, 2.04 or of any Eligible Investment 3.17), unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "“qualified liquidation" ” as defined in Code Section 860F(a)(4860F(a)(4)(A) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes;accordance with Article VIII. (e) The Trustee shall maintain books with respect to the Trust on a calendar year taxable year and on an accrual basis. (f) Upon filing with the Internal Revenue Service, the Trustee shall furnish to the Holders of the Class R Certificates the Form 1066 and each Form 1066Q and shall respond promptly to written requests made not accept more frequently than quarterly by any contribution Holder of Class R Certificates with respect to any REMIC the following matters: (i) The original projected principal and interest cash flows on the Closing Date on each class of regular and residual interests created hereunder after and on the Startup Day without an Opinion of Counsel Mortgage Loans, based on the Prepayment Assumption; (which shall not be an expense ii) The projected remaining principal and interest cash flows as of the Trusteeend of any calendar quarter with respect to each class of regular and residual interests created hereunder and the Mortgage Loans, based on the Prepayment Assumption; (iii) that such contribution is included within The Prepayment Assumption and any interest rate assumptions used in determining the exceptions provided projected principal and interest cash flows described above; (iv) The original issue discount (or, in Section 860G(d)(2) the case of the Code andMortgage Loans, therefore, will not be subject market discount) or premium accrued or amortized through the end of such calendar quarter with respect to each class of regular or residual interests created hereunder and with respect to the tax imposed by Section 860G(d)(1Mortgage Loans, together with each constant yield to maturity used in computing the same; (v) The treatment of losses realized with respect to the Mortgage Loans or the regular interests created hereunder, including the timing and amount of any cancellation of indebtedness income of the CodeREMIC with respect to such regular interests or bad debt deductions claimed with respect to the Mortgage Loans; (vi) The amount and timing of any non-interest expenses of the REMIC; and (fvii) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required Any taxes (including adjusting penalties and interest) imposed on the Purchase Price for any Mortgage Loan) where the Servicer deems such action REMIC, including, without limitation, taxes on “prohibited transactions,” “contributions” or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations “net income from foreclosure property” or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) state or local income or franchise taxes. In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, tax is imposed on “prohibited transactions” of the Trust as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of the REMIC as defined in Section 860G(c) of the Code, on any REMIC created hereundercontribution to the Trust after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax (other than any minimum tax imposed by Section 23151 (a) or 23153 (a) of the California Revenue and Taxation Code) is imposed, such tax shall be treated paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) 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 otherwise, (iii) the Holders of the Class R Certificates in proportion to their Percentage Interests. To the same manner as a Realized Loss and shall be charged extent such tax is chargeable against the holders of the Class R Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Holders of the CertificatesClass R Certificates on any Distribution Date sufficient funds to reimburse the Trustee for the payment of such tax (to the extent that the Trustee has not been previously reimbursed or indemnified therefor under Section 9.05). Any tax imposed on the Trust by Section 23151 or Section 23153 of the California Revenue and Taxation Code shall be timely paid by the Trustee out of its own funds without right of reimbursement therefor if such taxes arise solely from the Trustee’s presence in California, except as provided in and otherwise by the last sentence of this Section 5.28 (g)Servicer. The Trustee orshall not engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)), if a Paying Agent has been appointed under Section 4.05except that, with the prior written consent of the Depositor, the Paying Agent Trustee may engage in the activities otherwise prohibited by the foregoing clauses (b), (c) and (d); provided, that the Seller shall withdraw from the Collection Account sufficient funds have delivered to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee oran Opinion of Counsel to the effect that such transaction will not result in the imposition of a contribution or prohibited transaction tax on the Trust and will not disqualify the REMIC Trust from treatment as a REMIC; and provided, if a Paying Agent has been appointed under Section 4.05that the Seller shall have demonstrated to the satisfaction of the Trustee that such action will not adversely affect the rights of the holders of the Certificates and the Trustee and that such action will not adversely impact the rating of the Certificates. (g) Except as provided below, the Paying Agent from contestingTrustee shall pay out of its own funds, at the expense without any right of reimbursement, any and all tax related expenses of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement)including, but not limited to, tax return preparation and filing expenses and any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized professional fees or expenses related to and shall segregate, into a separate non-interest bearing account, the net income from audits or any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income administrative or amount, judicial proceedings with respect to the extent necessary, to pay such tax. To the extent Trust that any such tax is paid to involve the Internal Revenue Service or applicable state or local tax authorities), other than the expense of obtaining any Opinion of Counsel required pursuant to Sections 2.06, 3.07 and 10.02 and other than taxes except as specified herein. The Trustee shall be entitled to be reimbursed pursuant to Section 9.05 for any professional fees or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount expenses related to audits or any administrative or judicial proceedings that do not result from future amounts otherwise distributable to the Holder any breach of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]Trustee’s duties hereunder.

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each the REMIC created hereunder as a REMICand avoid the imposition of tax on the Trust. In particular: (a) The Servicer Trustee shall not create, or permit the creation of, any "“interests" ” in any REMIC created hereunder the Trust within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) interests represented by the Trust, Regular Certificates and the "residual interest" in each such REMIC designated as such in Section 2.04(a);Residual Certificates, respectively. (b) As of all times Except as may be required by otherwise provided in the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer Sponsor and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Master Servicer shall not permit grant and the Trustee shall not accept property unless (i) substantially all of the transfer property held in the Trust constitutes either “qualified mortgages” or substitution of any Mortgage Loan other than pursuant to Section 3.03“permitted investments” as defined in Code Sections 860G(a)(3) and (5), 5.01 or 5.21 of this Agreementrespectively, and (ii) no property shall be contributed to the Servicer shall, in any case, not permit substitution REMIC after the start-up day unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution grant would not adversely affect subject the Trust to the 100% tax on contributions to a REMIC after the start-up day of the REMIC status of any REMIC created hereunder or would not otherwise be prohibited imposed by this Agreement;Code Section 860G(d). (c) The Servicer Trustee shall ensure that no REMIC created hereunder receives a not accept on behalf of the Trust any fee or other compensation for services and that no shall not accept on behalf of the REMIC created hereunder receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder;a REMIC. (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Sections 2.02 or of any Eligible Investment 2.03), unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "“qualified liquidation" ” as defined in Code Section 860F(a)(4860F(a)(4)(A) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes;accordance with Article X. (e) The Trustee shall not accept any contribution maintain books with respect to any REMIC created hereunder after the Startup Day without Trust on a calendar year taxable year and on an accrual basis. Neither the Master Servicer nor the Trustee shall engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)), except that, with the prior written consent of the Master Servicer and the Sponsor, the Trustee may engage in the activities otherwise prohibited by the foregoing clauses (b), (c) and (d), provided that the Master Servicer shall have delivered to the Trustee an Opinion of Counsel (which shall not be an expense of to the Trustee) effect that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, transaction will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary result in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material a tax liability on any the Trust and will not disqualify the REMIC created hereunder from treatment as a REMIC; and provided, that will affect amounts distributable the Master Servicer shall have demonstrated to the Certificateholders. (g) In satisfaction of the event Trustee that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in action will not adversely affect the same manner as a Realized Loss rights of the holders of the Certificates and shall be charged against amounts otherwise distributable to the Holders Trustee and that such action will not adversely impact the rating of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V].

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee parties to this Agreement shall act in accordance herewith to assure continuing continued treatment of each REMIC created hereunder the Trust Fund (exclusive of the Mortgage 100(SM) Pledge Agreements, the Parent Power(R) Agreements and the Carryover Reserve Fund (including the funds therein)) as a REMICtwo REMICs. In particular: (a) The Master Servicer shall will not create, or permit the creation of, any "interests" in any REMIC created hereunder the Trust Fund (which shall not include the Mortgage 100(SM) Pledge Agreements, the Parent Power(R) Agreements and the Carryover Reserve Fund (including the funds therein)) within the meaning of Section 860G(a) 860G of the Code other than the "regular interests" in each such REMIC designated as such interests referred to in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)2.05; (b) As of all times as may be required by the Code, the Master Servicer (with respect to the Mortgage Loans) and the Trustee (with respect to investments) will ensure that substantially all of the assets of each REMIC created hereunder the Trust Fund (exclusive of the Mortgage 100(SM) Pledge Agreements, the Parent Power(R)Agreements and the Carryover Reserve Fund (including the funds therein)) will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Master Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the Trust Fund's compliance of each REMIC created hereunder with applicable requirements of the Code (and or applicable Proposed, Temporary or final Treasury Regulations) relating to the assets (exclusive of the Mortgage 100(SM) Pledge Agreements, the Parent Power(R)Agreements and the Carryover Reserve Fund (including the funds therein)) held by such REMICthe Trust Fund. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 two (2) years or 5.21 of this Agreement, and more after the Servicer shall, in any case, not permit substitution Closing Date unless the Master Servicer and the Trustee shall have received an Opinion of Counsel, which will not shall be an expense of any REMIC created hereunderthe Mortgage Loan Seller, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder the Trust Fund (exclusive of the Mortgage 100(SM) Pledge Agreements, the Parent Power(R) Agreements and the Carryover Reserve Fund (including the funds therein)) or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.033.04, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two (2) years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V].

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any each REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC Pool designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Residual Interest; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulationsregulations) relating to the assets held by such REMICREMIC Pool. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any either REMIC created hereunderPool, that such transfer or substitution would not adversely affect the REMIC status of any either REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no neither REMIC created hereunder Pool receives a fee or other compensation for services and that no neither REMIC created hereunder Pool receives any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any either REMIC created hereunderPool; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any either REMIC created hereunder Pool after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each either REMIC created hereunder Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on any either REMIC created hereunder Pool that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any either REMIC created hereunderPool, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any either REMIC created hereunder Pool except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund each REMIC shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each such REMIC created hereunder as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a); (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of comply with any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) directions of the Code Seller, any subservicer or "permitted investments" within the meaning of Section 860G(a)(5) of Master Servicer to assure such continuing treatment. In particular, the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The Trustee shall not (a) sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment investment of deposits in an Account unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an a REMIC Opinion of Counsel, which will not be an prepared at the expense of any REMIC created hereunder or the Trustee, Trust Fund; and (b) other than with respect to the effect that such sale (i) is a substitution pursuant to a "qualified liquidation" Section 2.04 of this Agreement, as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereofapplicable, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion receipt of Counsel (which a REMIC Opinion. For as long as each REMIC shall exist, the Master Servicer shall act in accordance herewith to assure continuing treatment of such REMIC as a REMIC. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be an expense (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the TrusteeMaster Servicer, reasonably foreseeable) (i) make or permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such contribution is included within Mortgage Loan (other than, with respect to FHA Loans or VA Loans, as may be required by the exceptions provided FHA, HUD or the VA, as applicable, in connection with servicing regulations for such Mortgage Loans) or (ii) make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (a) effect an exchange or reissuance of such Mortgage Loan under Section 860G(d)(2) 1001 of the Code and, therefore, will not be subject (or Treasury regulations promulgated thereunder) and (b) cause any of any REMIC to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything fail to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the qualify as a REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transactiontransactions" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder or "contributions" after the Startup Day that is subject to tax startup date under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]Provisions.

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer, the Master Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Neither the Servicer nor the Master Servicer shall not create, or permit the creation of, any "interests" in any either REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) and the "residual interest" in each such REMIC Pool designated as such in Section 2.04(a), the Subsidiary Residual Interest and the Master Residual Interest; (b) As of all times as may be required by the Code, the Servicer and the Master Servicer will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Master Servicer and the Trustee, upon the direction of the Master Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMICREMIC Pool. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two (2) years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any either REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Servicer and the Master Servicer shall ensure that no neither REMIC created hereunder Pool receives a fee or other compensation for services and that no neither REMIC created hereunder Pool receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any either REMIC created hereunderPool; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any either REMIC created hereunder Pool after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Master Servicer and the Trustee, at the direction of the Master Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Master Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each either REMIC created hereunder Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on any either REMIC created hereunder Pool that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any either REMIC created hereunderPool, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee Trustee, the Master Servicer nor the Servicer shall be responsible for any taxes imposed on any either REMIC created hereunder Pool except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund ----------------------- shall exist, the Master Servicer and the Trustee shall act in accordance herewith to assure continuing continued treatment of each REMIC created hereunder the Trust Fund (exclusive of the Mortgage 100 Pledge Agreements and Parent Power Agreements) as a REMIC. In particular: (a) The Master Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder the Trust Fund (exclusive of the Mortgage 100 Pledge Agreements and Parent Power Agreements) within the meaning of Section 860G(a) 860G of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) and interests represented by the "residual interest" in each such REMIC designated as such in Section 2.04(a)Certificates; (b) As of all times as may be required by the Code, the Master Servicer will ensure that substantially all of the assets of each REMIC created hereunder the Trust Fund (exclusive of the Mortgage 100 Pledge Agreements and Parent Power Agreements) will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Master Servicer and the Trustee, upon the direction of the Servicer, also will shall maintain records that are sufficient to indicate the Trust Fund's compliance of each REMIC created hereunder with applicable requirements of the Code (and or applicable Proposed, Temporary or final Treasury Regulations) relating to the assets (exclusive of the Mortgage 100 Pledge Agreements and Parent Power Agreements) held by such REMICthe Trust Fund. Further, the Master Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 two years or 5.21 of this Agreement, and more after the Servicer shall, in any case, not permit substitution Closing Date unless the Master Servicer and the Trustee have received an Opinion of Counsel, which will not shall be an expense of any REMIC created hereunderthe Master Servicer, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder the Trust Fund (exclusive of the Mortgage 100 Pledge Agreements and Parent Power Agreements) or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer Servicer, the Paying Agent and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "“interests" ” in any REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "“regular interests" ” in each such REMIC designated as such in Section 2.04(a) 2.04 and the "“residual interest" ” in each such REMIC designated as such in Section 2.04(a)2.04; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder will consist of "“qualified mortgages" ” as defined in Section 860G(a)(3) of the Code and "“permitted investments" ” as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also Paying Agent will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives a fee or other compensation for services and that no REMIC created hereunder receives any income from assets other than "“qualified mortgages" ” within the meaning of Section 860G(a)(3) of the Code or "“permitted investments" ” within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunder; (d) The None of the Depositor, the Servicer, the Paying Agent or the Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "“qualified liquidation" ” as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "“prohibited transaction" ” within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "“prohibited transaction" ” under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "“net income from foreclosure property" ” under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. The Trustee shall not be liable hereunder for any taxes imposed on any REMIC hereunder as the result of any direction taken hereunder from the Servicer or any action of the Servicer or Paying Agent hereunder. (h) [END OF ARTICLE VReserved].

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Trustee, the Certificate Administrator, the Depositor and each Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each the Upper-Tier REMIC created hereunder and the Lower-Tier REMIC as a REMICs and avoid the imposition of tax on either REMIC. In particular: (a) The Servicer Trustee shall not create, or permit the creation of, any "“interests" ” in any either REMIC created hereunder within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) interests represented by the Regular Certificates, the Residual Certificates and the "residual interest" in each such REMIC designated as such in Section 2.04(a);Uncertificated Lower-Tier Regular Interests. (b) As of all times Except as may be required by otherwise provided in the Code, (i) the Depositor and each Servicer will ensure that substantially all shall not contribute to the Trust Estate and the Custodian, on behalf of the assets of each REMIC created hereunder will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept property unless substantially all of the transfer property held in each REMIC constitutes either “qualified mortgages” or substitution of any Mortgage Loan other than pursuant to Section 3.03“permitted investments” as defined in Code Sections 860G(a)(3) and (5), 5.01 or 5.21 of this Agreementrespectively, and (ii) no property shall be contributed to each REMIC after the Servicer shall, in any case, not permit substitution start-up day unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution contribution would not adversely affect subject the Trust Estate to the 100% tax on contributions to a REMIC after the start-up day of the REMIC status of any REMIC created hereunder or would not otherwise be prohibited imposed by this Agreement;Code Section 860G(d). (c) The Servicer Except as otherwise provided in this Agreement, neither the Trustee nor the Certificate Administrator shall ensure that no accept on behalf of either REMIC created hereunder receives a any fee or other compensation for services and that no REMIC created hereunder receives none of the Certificate Administrator, the Trustee or any Servicer shall knowingly accept, on behalf of the Trust Estate any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder;a REMIC. (d) The Trustee Neither the Servicers, the Trustee, nor the Certificate Administrator shall not sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Sections 2.02, 2.04 or of any Eligible Investment 3.14(b)), unless such sale is as pursuant to a result of a repurchase “qualified liquidation” of the Mortgage Loans pursuant applicable REMIC as defined in Code Section 860F(a)(4)(A) and in accordance with Article X. (e) The Certificate Administrator shall maintain books with respect to this Agreement the Trust and each REMIC on a calendar year taxable year and on an accrual basis. None of the Master Servicer, the Servicers, the Certificate Administrator or the Trustee has received shall engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)), except that, with the prior written consent of the Servicer and the Depositor, the Trustee or the Certificate Administrator may engage in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and (d); provided that the Servicers shall have delivered to the Trustee and the Certificate Administrator an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, Counsel to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, transaction will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary result in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material a tax liability on any either the Upper-Tier REMIC created hereunder or the Lower-Tier REMIC and will not disqualify either REMIC from treatment as a REMIC; and, provided further, that will affect amounts distributable the Servicers shall have demonstrated to the Certificateholders. (g) In satisfaction of the event Trustee and the Certificate Administrator that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in action will not adversely affect the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to rights of the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee orCertificate Administrator, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, and that such action will not adversely impact the Paying Agent from contesting, at the expense rating of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V].

REMIC-Related Covenants. For as long as the Trust Fund ----------------------- shall exist, the Master Servicer and the Trustee shall act in accordance herewith to assure continuing continued treatment of each REMIC created hereunder the Trust Fund (exclusive of the Mortgage 100(Service Xxxx) Pledge Agreements, Parent Power(Registered Trademark) Agreements and the Pre-Funding Account (including the funds therein and Pre-Funding Earnings)) as a REMIC. In particular: (a) The Master Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder the Trust Fund (exclusive of the Mortgage 100(Service Xxxx) Pledge Agreements, Parent Power(Registered Trademark) Agreements and the Pre-Funding Account (including the funds therein and Pre-Funding Earnings)) within the meaning of Section 860G(a) 860G of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) and interests represented by the "residual interest" in each such REMIC designated as such in Section 2.04(a)Certificates; (b) As of all times as may be required by the Code, the Master Servicer will ensure that substantially all of the assets of each REMIC created hereunder the Trust Fund (exclusive of the Mortgage 100(Service Xxxx) Pledge Agreements, Parent Power(Registered Trademark) Agreements and the Pre-Funding Account (including the funds therein and Pre-Funding Earnings)) will consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. The Master Servicer and the Trustee, upon the direction of the Servicer, also will shall maintain records that are sufficient to indicate the Trust Fund's compliance of each REMIC created hereunder with applicable requirements of the Code (and or applicable Proposed, Temporary or final Treasury Regulations) relating to the assets (exclusive of the Mortgage 100(Service Xxxx) Pledge Agreements, Parent Power(Registered Trademark) Agreements and the Pre-Funding Account (including the funds therein and Pre-Funding Earnings)) held by such REMICthe Trust Fund. Further, the Master Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 two years or 5.21 of this Agreement, and more after the Servicer shall, in any case, not permit substitution Closing Date unless the Master Servicer and the Trustee have received an Opinion of Counsel, which will not shall be an expense of any REMIC created hereunderthe Master Servicer, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder the Trust Fund (exclusive of the Mortgage 100(Service Xxxx) Pledge Agreements, Parent Power(Registered Trademark) Agreements and the Pre-Funding Account (including the funds therein and Pre-Funding Earnings)) or would not otherwise be prohibited by this Agreement; (c) The Master Servicer shall ensure that no REMIC created hereunder receives the Trust Fund does not receive a fee or other compensation for services and that no REMIC created hereunder receives the Trust Fund does not receive any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunderthe Trust Fund; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans by the Master Servicer or the Mortgage Loan Seller pursuant to this the Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, Counsel to the effect that such sale (i) is pursuant to in accordance with a "qualified liquidation" liquidation as defined in Section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" transaction within the meaning of Section 860F(a)(2) of the Code that Code, which prohibited transaction results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (fe) Notwithstanding anything to the contrary in this Agreement, the Master Servicer and the Trustee, at the direction and at the expense of the Master Servicer, shall take any other action or refuse may fail to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Master Servicer deems such action or inaction reasonably necessary to preserve or ensure the REMIC status of each REMIC created hereunder under the Code Trust Fund (exclusive of the Mortgage 100(Service Xxxx) Pledge Agreements, Parent Power(Registered Trademark) Agreements and applicable regulations the Pre-Funding Account (including the funds therein and Pre- Funding Earnings)) or to avoid the imposition of any material tax liability on any REMIC created hereunder that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such the tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under imposed pursuant to Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder 24872 of the Class A-R Certificate California Revenue and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]Taxation Code.

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder Pool as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any each REMIC created hereunder Pool within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC Pool designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Residual Interest; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder Pool will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder Pool's compliance with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulationsregulations) relating to the assets held by such REMICREMIC Pool. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any either REMIC created hereunder Pool or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no neither REMIC created hereunder Pool receives a fee or other compensation for services and that no neither REMIC created hereunder Pool receives any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any either REMIC created hereunderPool; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any either REMIC created hereunder Pool after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each either REMIC created hereunder Pool under the Code and applicable regulations or to avoid the imposition of any material tax liability on any either REMIC created hereunder Pool that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any either REMIC created hereunderPool, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any either REMIC created hereunder Pool except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund Pool shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder the Trust Fund as a REMICREMIC and avoid the imposition of tax on the Trust Fund. In particular: (a) The Servicer Trustee shall not create, or permit the creation of, any "interests" in any REMIC created hereunder the Trust Fund within the meaning of Code Section 860G(a860D(a)(2) of the Code other than the "regular interests" in each such REMIC designated as such in Section 2.04(a) interests represented by the Trust Fund, Regular Certificates and the "residual interest" in each such REMIC designated as such in Section 2.04(a);Residual Certificates, respectively. (b) As of all times Except as may be required by otherwise provided in the Code, the Depositor and the Master Servicer will ensure that shall not grant and the Trustee shall not accept property unless (i) substantially all of the assets of each REMIC created hereunder will consist of property held in the Trust Fund constitutes either "qualified mortgages" as defined in Section 860G(a)(3) of the Code and or "permitted investments" as defined in Section 860G(a)(5Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be contributed to the Trust Fund after the start-up day unless such grant would not subject the Pool to the 100% tax on contributions to a REMIC after the start-up day of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the compliance of each REMIC created hereunder with applicable requirements of the imposed by Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMIC. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Agreement;860G(d). (c) The Servicer Trustee shall ensure that no REMIC created hereunder receives a not accept on behalf of the Trust Fund any fee or other compensation for services and that no REMIC created hereunder receives shall not accept on behalf of the Pool any income from assets other than "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code or "those permitted investments" within the meaning of Section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed be held by the Code on any REMIC created hereunder;a REMIC. (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Sections 2.02 or of any Eligible Investment 2.03), unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Code Section 860F(a)(4860F(a)(4)(A) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes;accordance with Article X. (e) The Trustee shall not accept any contribution maintain books with respect to any REMIC created hereunder after the Startup Day without Trust Fund on a calendar year taxable year and on an accrual basis. Neither the Master Servicer nor the Trustee shall engage in a "prohibited transaction" (as defined in Code Section 860F(a)(2)), except that, with the prior written consent of the Master Servicer and the Depositor, the Trustee may engage in the activities otherwise prohibited by the foregoing clauses (b), (c) and (d), provided that the Master Servicer shall have delivered to the Trustee an Opinion of Counsel (which shall not be an expense of to the Trustee) effect that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, transaction will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary result in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder under the Code and applicable regulations or to avoid the imposition of any material a tax liability on any REMIC created hereunder the Trust Fund and will not disqualify the Trust Fund from treatment as a REMIC; and provided, that will affect amounts distributable the Master Servicer shall have demonstrated to the Certificateholders. (g) In satisfaction of the event Trustee that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunder, such tax shall be treated in action will not adversely affect the same manner as a Realized Loss rights of the holders of the Certificates and shall be charged against amounts otherwise distributable to the Holders Trustee and that such action will not adversely impact the rating of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V.]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder the Trust Fund as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder the Trust Fund within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC the Trust Fund designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Residual Interest; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder the Trust Fund will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the Trust Fund's compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMICthe Trust Fund. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder the Trust Fund or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives the Trust Fund does not receive a fee or other compensation for services and that no REMIC created hereunder receives or receive any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunderthe Trust Fund; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder the Trust Fund after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder the Trust Fund under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder the Trust Fund that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunderthe Trust Fund, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder the Trust Fund except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V]

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder the Trust Fund as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any the REMIC created hereunder within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such the REMIC designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Residual Interest; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder the Trust Fund will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the Trust Fund's compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulations) relating to the assets held by such REMICthe Trust Fund. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder the Trust Fund or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives the Trust Fund will not receive a fee or other compensation for services and that no REMIC created hereunder receives the Trust Fund will not receive any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunderthe Trust Fund; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder the Trust Fund after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder the Trust Fund under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder the Trust Fund that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunderthe Trust Fund, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder the Trust Fund except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE V].

REMIC-Related Covenants. For as long as the Trust Fund shall exist, the Servicer and the Trustee shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder the Trust Fund as a REMIC. In particular: (a) The Servicer shall not create, or permit the creation of, any "interests" in any REMIC created hereunder the Trust Fund within the meaning of Section 860G(a) of the Code other than the "regular interests" in each such REMIC the Trust Fund designated as such in Section 2.04(a) and the "residual interest" in each such REMIC designated as such in Section 2.04(a)Residual Interest; (b) As of all times as may be required by the Code, the Servicer will ensure that substantially all of the assets of each REMIC created hereunder the Trust Fund will consist of "qualified mortgages" as defined in Section section 860G(a)(3) of the Code and "permitted investments" as defined in Section section 860G(a)(5) of the Code. The Servicer and the Trustee, upon the direction of the Servicer, also will maintain records that are sufficient to indicate the Trust Fund's compliance of each REMIC created hereunder with applicable requirements of the Code (and applicable Proposed, Temporary or final Treasury Regulationsregulations) relating to the assets held by such REMICthe Trust Fund. Further, the Servicer shall not permit and the Trustee shall not accept the transfer or substitution of any Mortgage Loan other than pursuant to Section 3.03, 5.01 or 5.21 of this Agreement, and the Servicer shall, in any case, not permit substitution later than two years from the Closing Date unless the Servicer and the Trustee have received an Opinion of Counsel, which will not be an expense of any REMIC created hereunderthe Trust Fund, that such transfer or substitution would not adversely affect the REMIC status of any REMIC created hereunder the Trust Fund or would not otherwise be prohibited by this Agreement; (c) The Servicer shall ensure that no REMIC created hereunder receives the Trust Fund will not receive a fee or other compensation for services and that no REMIC created hereunder receives the Trust Fund will not receive any income from assets other than "qualified mortgages" within the meaning of Section section 860G(a)(3) of the Code or "permitted investments" within the meaning of Section section 860G(a)(5) of the Code, and shall take whatever action it deems necessary to avoid any material tax imposed by the Code on any REMIC created hereunderthe Trust Fund; (d) The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans or of any Eligible Investment unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received an Opinion of Counsel, which will not be an expense of any REMIC created hereunder the Trust Fund or the Trustee, to the effect that such sale (i) is pursuant to a "qualified liquidation" as defined in Section section 860F(a)(4) of the Code and as described in Section 11.01 hereof, or (ii) would not be treated as a "prohibited transaction" within the meaning of Section section 860F(a)(2) of the Code that results in the realization of a material amount of gain or loss for federal income tax purposes; (e) The Trustee shall not accept any contribution to any REMIC created hereunder the Trust Fund after the Startup Day without an Opinion of Counsel (which shall not be an expense of the Trustee) that such contribution is included within the exceptions provided in Section 860G(d)(2) of the Code and, therefore, will not be subject to the tax imposed by Section 860G(d)(1) of the Code; and (f) Notwithstanding anything to the contrary in this Agreement, the Servicer and the Trustee, at the direction of the Servicer, shall take any other action or refuse to take any action otherwise required (including adjusting the Purchase Price for any Mortgage Loan) where the Servicer deems such action or inaction reasonably necessary to ensure the REMIC status of each REMIC created hereunder the Trust Fund under the Code and applicable regulations or to avoid the imposition of any material tax liability on any REMIC created hereunder the Trust Fund that will affect amounts distributable to the Certificateholders. (g) In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any REMIC created hereunderthe Trust Fund, such tax shall be treated in the same manner as a Realized Loss and shall be charged against amounts otherwise distributable to the Holders of the Certificates, except as provided in the last sentence of this Section 5.28 (g). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by (but such authorization shall not prevent the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent from contesting, at the expense of the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any "prohibited transaction" under Code Section 860F(a), the amount of any taxable contribution to any REMIC created hereunder the Trust Fund after the Startup Day that is subject to tax under Code Section 860G(d), and 35% of any estimated "net income from foreclosure property" under Section 860G(c) and use such income or amount, to the extent necessary, to pay such tax. To the extent that any such tax is paid to the Internal Revenue Service or applicable state or local tax authorities, the Trustee or a Paying Agent has been appointed under Section 4.05, the Paying Agent shall retain an equal amount from future amounts otherwise distributable to the Holder of the Class A-R Certificate and shall distribute such retained amounts to the Holders of the other Classes of Certificates, to the extent they remain outstanding, until they are fully reimbursed for any amount of such taxes previously charged to the then Holder of the Class A-R Certificate. Neither the Trustee nor the Servicer shall be responsible for any taxes imposed on any REMIC created hereunder the Trust Fund except to the extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement. [END OF ARTICLE VIV]