Common use of REMIC Status Clause in Contracts

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “original issue discount” as defined in the Code based upon the prepayment assumption and calculated by using the “Issue Price” (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “tax matters person” pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any REMIC created hereunder, (ii) not to engage in any “prohibited transaction”, as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, ContiFunding Corporation or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: : (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created established hereunder using a calendar year as the taxable year for such REMICeach REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunderREMIC, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “Issue Price” "issue price" (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereundera REMIC, except as provided under this Agreement; (v) represent the Trust or each a REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereundera REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereundera REMIC, and otherwise act on behalf of the Trust or each a REMIC created hereunder therein in relation to any tax matter involving the Trust or each the REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Residual Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by or treated as held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee ContiFunding Corporation or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Each of the Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC "REMIC" status for any REMIC created hereundera REMIC, (ii) not to engage in any “"prohibited transaction”, ," as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is are aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of Neither the Depositor, either of the Sellers or nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), neither the Trustee or nor either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that unless the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any REMIC created hereundera REMIC; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In The Servicer and Tax Matters Person agree to indemnify the event that Trust for any tax is imposed on “prohibited transactions” of the Trust created hereunder or a REMIC as defined in Section 860F(a)(2) a result of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisetheir negligence.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “original issue discount” as defined in the Code based upon the prepayment assumption and calculated by using the “Issue Price” (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “tax matters person” pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer of residual interests to certain Disqualified Organizations or (B) on pass-pass through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any REMIC created hereunder, (ii) not to engage in any “prohibited transaction”, as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National AssociationThe Bank of New York, or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “original issue discount” as defined in the Code based upon the prepayment assumption and calculated by using the “Issue Price” (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “tax matters person” pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any REMIC created hereunder, (ii) not to engage in any “prohibited transaction”, as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “original issue discount” as defined in the Code based upon the prepayment assumption and calculated by using the “Issue Price” (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “tax matters person” pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any REMIC created hereunder, (ii) not to engage in any “prohibited transaction”, as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase BankNorwest Bank Minnesota, National Association, Association or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any either REMIC created hereunder, except as provided under this Agreement; (v) represent represent, the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and the Trustee shall constitute Trustee Reimbursable Expenses, be entitled to reimbursement therefor as provided in Section 7.03(b)(iii)(G) unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC status for any either REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers Seller or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any either REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each the REMIC created hereunder Estate shall constitute, and that the affairs of each the REMIC created hereunder Estate shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, _________________________ or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal 140 Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the REMIC created hereunder, except as provided under this Agreement; (v) represent represent, the Trust or each the REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each the REMIC created hereunder, and otherwise act on behalf of the Trust or each the REMIC created hereunder in relation to any tax matter involving the Trust or each the REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and the Trustee shall constitute Trustee Reimbursable Expenses, be entitled to reimbursement therefor as provided in Section 7.03(b)(iii)(G) unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC status for any the REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each The REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each the REMIC created hereunder Estate shall constitute, and that the affairs of each the REMIC created hereunder Estate shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase BankNorwest Bank Minnesota, National Association, Association or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the REMIC created hereunder, except as provided under this Agreement; (v) represent represent, the Trust or each the REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each the REMIC created hereunder, and otherwise act on behalf of the Trust or each the REMIC created hereunder in relation to any tax matter involving the Trust or each the REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and the Trustee shall constitute Trustee Reimbursable Expenses, be entitled to reimbursement therefor as provided in Section 7.03(b)(iii)(G) unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC status for any the REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each The REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers Seller or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any the REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “original issue discount” as defined in the Code based upon the prepayment assumption and calculated by using the “Issue Price” (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “tax matters person” pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any REMIC created hereunder, (ii) not to engage in any “prohibited transaction”, as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase BankBank One, National Association, or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, _____________ or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including 131 Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any either REMIC created hereunder, except as provided under this Agreement; (v) represent represent, the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC status for any either REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers Seller or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any either REMIC created hereunder; providedPROVIDED, howeverHOWEVER, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each the Base REMIC created hereunder and the Upper-Tier REMIC shall constitute, and that the affairs of each the Base REMIC created hereunder and the Upper-Tier REMIC shall be conducted so as to qualify it each as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan The Chase Bank, National Association, Manhattan Bank or such other person designated pursuant to Section 11.18 hereof shall act 116 as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the Base REMIC created hereunder and the Upper-Tier REMIC using a calendar year as the taxable year for such the Base REMIC and the Upper-Tier REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the Base REMIC created hereunderand the Upper-Tier REMIC, for it each to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the Base REMIC created hereunderand the Upper-Tier REMIC, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates and to the Owners of the Base REMIC Residual Class no later than 50 days after the end of the period to which such tax return was duerelated; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the Base REMIC created hereunderor the Upper-Tier REMIC, except as provided under this Agreement; (v) represent represent, the Trust Trust, the Base REMIC or each the Upper-Tier REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust Trust, the Base REMIC or each REMIC created hereunderthe Upper-Tier REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust Trust, the Base REMIC or each REMIC created hereunderthe Upper-Tier REMIC, and otherwise act on behalf of the Trust Trust, the Base REMIC or each the Upper-Tier REMIC created hereunder in relation to any tax matter involving the Trust Trust, the Base REMIC or each the Upper-Tier REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and the Trustee shall constitute Trustee Reimbursable Expenses, be entitled to reimbursement therefor as provided in Section 7.03(b)(i) unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunderthereunder and the Owners of the Base REMIC Residual Class; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. In addition to the foregoing, the Tax Matters Person shall prepare and forward, or cause to be prepared and forwarded, to the Seller as long as it is an Owner of a Class R Certificate and the Base Residual Class each year, beginning in December 1996, on or before the twenty-seventh day (or if such day is not a business day, on the next succeeding business day) of the month of (1) March (beginning in 1997), with respect to the period January 1 to March 31, (2) May, with respect to the period April 1 to May 31, (3) August, with respect to the period June 1 to August 31 and (4) December, with respect to the period September 1 to December 31, an estimate of such Owner's allocable portion of taxable income or net loss, excess inclusions and investment expenses for the related period to the extent such amounts are required to be furnished on 117 Schedule Q to Form 1066. Such estimates shall be made to the extent of and based upon information provided to the Tax Matters Person by the Servicer (which information may consist of actual information related to payments received on the Home Equity Loans, except that the estimate with respect to any month for which actual information is not available may be based on the payment history for prior months and an assumption of prepayments of the Home Equity Loans as provided by the Servicer). The legal expenses and costs of any action or proceeding resulting from or relating to the estimates provided by the Tax Matters Person pursuant to this Section 11.16(a) and any liability resulting therefrom shall constitute expenses of the Servicer and the Trustee shall be entitled to reimbursement therefor from the Servicer unless such legal expenses, costs or liability are incurred by reason of the Trustee willful misfeasance, bad faith or gross negligence. (b) The SellersSeller, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC status for any the Upper-Tier REMIC created hereunderor the Base REMIC, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each The Upper-Tier REMIC created hereunder or the Base REMIC shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of Neither the Depositor, the Sellers or Seller nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any the Upper-Tier REMIC created hereunderor the Base REMIC; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwiseotherwise (iii) against amounts on deposit in the Certificate Account and shall be paid by withdrawal therefrom.

REMIC Status. (a) The parties hereto intend that the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall constitute, and that the affairs of the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan The Chase Bank, National Association, Manhattan Bank or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the Lower-Tier REMIC and the Upper-Tier REMIC created hereunder using a calendar year as the taxable year for such the Lower-Tier REMIC and the Upper-Tier REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the Lower-Tier REMIC and the Upper-Tier REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the Lower-Tier REMIC and the Upper-Tier REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates 117 124 no later than 50 days after the end of the period to which such tax return was duerelated; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, except as provided under this Agreement; (v) represent represent, the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, and otherwise act on behalf of the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder in relation to any tax matter involving the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and the Trustee shall constitute Trustee Reimbursable Expenses, be entitled to reimbursement therefor as provided in Section 7.03(b)(i) unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. In addition to the foregoing, the Tax Matters Person shall prepare and forward, or cause to be prepared and forwarded, to the Seller as long as it is an Owner of a Class R Certificate each year, beginning in December 1997, on or before the twenty-seventh day (or if such day is not a business day, on the next succeeding business day) of the month of (1) March (beginning in 1998), with respect to the period January 1 to March 31, (2) May, with respect to the period April 1 to May 31, (3) August, with respect to the period June 1 to August 31 and (4) December, with respect to the period September 1 to December 31, an estimate of such Owner's allocable portion of taxable income or net loss, excess inclusions and investment expenses for the related period to the extent such amounts are required to be furnished on Schedule Q to Form 1066. Such estimates shall be made to the extent of and based upon information provided to the Tax Matters Person by the Servicer (which information may consist of actual information related to payments received on the Home Equity Loans, except that the estimate with respect to any month for which actual information is not available may be based on the payment history for prior months and an assumption of prepayments of the Home Equity Loans as provided by the Servicer). The legal expenses and costs of any action or proceeding resulting from or relating to the estimates provided by the Tax Matters Person pursuant to this Section 11.16(a) and any liability resulting therefrom shall constitute expenses of the Servicer and the Trustee shall be entitled to reimbursement therefor from the Servicer unless such legal expenses, costs or liability are incurred by reason of the Trustee willful misfeasance, bad faith or gross negligence. (b) The SellersSeller, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “original issue discount” as defined in the Code based upon the prepayment assumption and calculated by using the “Issue Price” (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “tax matters person” pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer of residual interests to certain Disqualified Organizations or (B) on pass-pass through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any REMIC created hereunder, (ii) not to engage in any “prohibited transaction”, as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bankthe Securities Administrator shall, National Associationto the extent permitted by applicable law, or such other person designated pursuant to Section 11.18 hereof shall act as agent for the each Trust REMIC and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expensefiled (and the Trustee shall sign), in a timely manner, annual tax returns and any other tax return required to be filed by each Trust REMIC created established hereunder using a calendar year as the taxable year for such REMICeach Trust REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunderTrust REMIC, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each Trust REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information as necessary in respect of the determination of the present value of anticipated excess inclusions as required under Treasury Regulation Section 1.860E-2(a)(6) and reports relating to “original issue discount” as defined in the Code based upon the prepayment assumption and calculated by using the “Issue Priceissue price” (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that (iv) if the tax return filed on Schedule Q filing or distribution of any documents of an administrative nature not addressed in clauses (i) through (iii) of this Section 13.16(a) is then required by the REMIC Provisions in order to Form 1066 shall maintain the status of REMIC II and REMIC I as a REMIC or is otherwise required by the Code, prepare, sign and file or distribute, or cause to be prepared and forwarded signed and filed or distributed, such documents with or to such Persons when and as required by the REMIC Provisions or the Code or comparable provisions of applicable state or local tax law; (v) within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title and address of the Person that the Owners of the Class R Certificates no later than 50 days after may contact for tax information relating thereto (and the end Securities Administrator shall act as the representative of each of REMIC II and REMIC I for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time or times and in the manner required by the Code (and the Depositor agrees within 10 Business Days of the period Closing Date to which provide any information reasonably requested by the Servicer or the Securities Administrator and necessary to make such tax return was duefiling); (ivvi) not take any action maintain such records relating to each of REMIC II and REMIC I as may be necessary to prepare the foregoing returns, schedules, statements or omit information, such records, for federal income tax purposes, to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreementbe maintained on a calendar year and on an accrual basis; (vvii) represent the Trust or each a REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereundera Trust REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereundera Trust REMIC, and otherwise act on behalf of the Trust or each a Trust REMIC created hereunder therein in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)REMIC therein; (viviii) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.1613.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Residual Certificates required of a “tax matters person” pursuant to subtitle F of the Code and the Treasury Regulations thereunder; and (viiix) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by or treated as held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee Securities Administrator or such other agent designated by the Tax Matters Person pursuant to this Section 11.16 13.16 shall survive the termination or discharge of this Agreement. (b) . The Sellers, the Depositor, the Trustee Trustee, the Securities Administrator and the Master Servicer each covenant and agree for the benefit of the Owners (i) that each shall not intentionally take any action or intentionally omit to take no any action which if, in taking or omitting to take such action, such action or omission (as the case may be) would result in cause the termination of the REMIC status for of REMIC II or REMIC I or the imposition of tax on REMIC II or REMIC I or any REMIC created hereunder, (ii) not to engage in any “prohibited transaction”, as such term is defined in Section 860F(a)(2) other portions of the CodeTrust (other than a tax on income expressly permitted or contemplated to be received by the terms of this Agreement). The Depositor, (iii) not to engage in any other action which may result in the imposition on Securities Administrator, the Trust of any other taxes under the Code Master Servicer and (iv) Trustee further each covenant and agree to cause the Servicer Servicers not to take or engage in any such action, action or omission described in the preceding sentence to the extent that either of the Sellers is Depositor, the Securities Administrator, the Master Servicer and/or the Trustee are aware of any such proposed action or omission by the Servicers. Notwithstanding any provision of this paragraph to the contrary, neither the Trustee nor the Securities Administrator shall be required to take any action that such party in good faith believes to be inconsistent with any other provision of this Agreement, nor shall such party be deemed in violation of this paragraph if it takes any action expressly required or authorized by any other provision of this Agreement, and neither the Securities Administrator nor the Trustee shall have any responsibility or liability with respect to any act or omission of the Depositor or a Servicer which does not enable the Securities Administrator or the Trustee, as applicable, to comply with any of clauses (i) through (vi) of the second sentence of the first paragraph of this Section 13.16(a) or which results in any action contemplated by clauses (i) through (iii) of the next succeeding sentence. In this regard the Depositor, the Securities Administrator, the Trustee and the Master Servicer each covenant and agree that each shall (i) exercise reasonable care not to allow the occurrence of any “prohibited transactions” within the meaning of Code Section 860F(a), unless the party seeking such action shall have delivered to the Securities Administrator and the Trustee an REMIC Opinion addressed to each of the Securities Administrator and the Trustee (at such party's expense) that such occurrence would not (A) result in a taxable gain, (B) otherwise subject REMIC II or REMIC I to tax (other than a tax at the highest marginal corporate tax rate on net income from foreclosure property), or (C) cause either REMIC II or REMIC I to fail to qualify as a REMIC; and (ii) exercise reasonable care not to allow the Trust to receive income from the performance of services or from assets not permitted under the REMIC Provisions to be held by a REMIC (provided, however, that the receipt of any income expressly permitted or contemplated by the terms of this Agreement shall not be deemed to violate this clause) and (iii) not permit the creation of any “interests,” within the meaning of the REMIC Provisions, in REMIC II other than the REMIC Regular Interests and the Class R-1 Interest or in REMIC I other than the REMIC I Regular Interests or the Class R Certificate. Neither the Master Servicer nor the Depositor shall be responsible or liable for any failure by the Securities Administrator or the Trustee to comply with the provisions of this Section 13.16. The Depositor and the Master Servicer shall cooperate in a timely manner with the Trustee in supplying any information within the Depositor's or the Master Servicer's control (other than any confidential information) that is reasonably necessary to enable the Securities Administrator or the Trustee, as applicable, to perform its duties under this Section 13.16. (cb) Each Trust REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (dc) Except as otherwise permitted by Section 7.05(b)7.04, no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereofX). (ed) None of Neither the Depositor, the Sellers or Securities Administrator nor the Trustee shall enter into any arrangement by which the Securities Administrator or the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (fe) Notwithstanding the foregoing clauses (dSections 13.16(c) and (ed), neither the Securities Administrator nor the Trustee or either of the Sellers may shall engage in any of the transactions prohibited by such clauses, provided that unless the Trustee Securities Administrator or the Trustee, as applicable, shall have received an a REMIC Opinion of Counsel experienced addressed to the Securities Administrator and the Trustee (and in federal income tax matters no event at the Securities Administrator’s or the Trustee’s expense) to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereundera Trust REMIC; provided, however, that such transaction is otherwise permitted under this Agreement. (gf) In Each of the event that Master Servicer and the Tax Matters Person agree to indemnify the Trust for any tax is imposed on “prohibited transactions” of the Trust created hereunder or a Trust REMIC as defined in Section 860F(a)(2) a result of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisetheir negligence.

REMIC Status. (a) The parties hereto intend that each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall constitute, and that the affairs of each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall be conducted so as to qualify it each as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase BankNorwest Bank Minnesota, National Association, Association or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the Lower-Tier REMIC created and the Upper-Tier REMIC established hereunder using a calendar year as the taxable year for such REMICthe Lower-Tier REMIC and the Upper-Tier REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the Lower-Tier REMIC created hereunder, and the Upper-Tier REMIC for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the Lower-Tier REMIC created hereunder, including Schedule Q to Form 1066, and the Upper-Tier REMIC as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the Lower-Tier REMIC created hereunderand the Upper-Tier REMIC, except as provided under this Agreement; (v) represent the Trust Trust, the Lower-Tier REMIC or each the Upper-Tier REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust Trust, the Lower-Tier REMIC or each REMIC created hereunderthe Upper-Tier REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust Trust, the Lower-Tier REMIC or each REMIC created hereunderthe Upper-Tier REMIC, and otherwise act on behalf of the Trust Trust, the Lower-Tier REMIC or each the Upper-Tier REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (therein provided to the legal expenses extent that such representation affects the Guarantor's obligations hereunder, the Trustee agrees to consult with the Guarantor and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of accommodate the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)Guarantor's reasonable requests; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) upon receipt of reasonable compensation, make available information to the Internal Revenue Service and those Persons specified by the REMIC Provisions necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee Norwest Bank Minnesota, National Association or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee Trustee, the Master Servicer, the Special Servicer and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC "REMIC" status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, and (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) the Seller in addition covenants to cause the each Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each of the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of Neither the Depositor, the Sellers or Seller nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters acceptable to Trustee, the Seller and the Guarantor to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In The Trustee, the event that Depositor, the Servicer, the Special Servicer and Tax Matters Person each agree to indemnify the Trust for any tax is imposed on “prohibited transactions” the Trust, the Lower-Tier or the Upper-Tier REMIC as a result of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisetheir own negligence.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall the Trust constitute, and that the affairs of each REMIC created hereunder the Trust shall be conducted so as to qualify it as as, a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, the Trustee or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: : (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created the Trust established hereunder using a calendar year as the taxable year for such REMICthe Trust established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunderthe Trust, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, the Trust as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunderthe Trust, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunderTrust, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunderTrust, and otherwise act on behalf of the Trust or each any REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee and the Master Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC "REMIC" status for any REMIC created hereunderthe Trust, (ii) not to engage in any “prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, subject to the exceptions set forth in Section 860F(a)(5) of the Code, and (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the ServicerCode. (c) Each REMIC created hereunder The Trust shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Permitted Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereofhereto). (e) None of Neither the Depositor, the Sellers or Seller nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee Trustee, Depositor, Master Servicer or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any REMIC created hereunderthe Trust; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In The Master Servicer, Trustee and Tax Matters Person agree to indemnify the event that Trust for any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) a result of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisetheir negligence.

REMIC Status. (a) The parties hereto intend that the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall constitute, and that the affairs of the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, ContiFunding Corporation or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the Lower-Tier REMIC created and the Upper-Tier REMIC established hereunder using a calendar year as the taxable year for such REMICthe Lower-Tier REMIC and the Upper-Tier REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the Lower-Tier REMIC created hereunderand the Upper-Tier REMIC, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the Lower-Tier REMIC created hereunder, including Schedule Q to Form 1066, and the Upper-Tier REMIC as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any either the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, except as provided under this Agreement; (v) represent the Trust of the Lower-Tier REMIC or each the Upper-Tier REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, and otherwise act on behalf of the Trust or each any REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee ContiFunding Corporation or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Each of the Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC "REMIC" status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is are aware of any such proposed action by the Servicer. (c) Each The Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of Neither the Depositor, either of the Sellers or nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), neither the Trustee or nor either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that unless the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Trustee to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In The Servicer and Tax Matters Person agree to indemnify the event that Trust for any tax is imposed on “prohibited transactions” of the Trust created hereunder or the Lower-Tier REMIC or the Upper-Tier REMIC as defined in Section 860F(a)(2) a result of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisetheir negligence.

REMIC Status. (a) The parties hereto intend that each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall constitute, and that the affairs of each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall be conducted so as to qualify it each as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, ______________________________ or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the Upper-Tier REMIC created and the Upper-Tier REMIC established hereunder using a calendar year as the taxable year for such REMICthe Lower-Tier REMIC and the Upper-Tier REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the Lower-Tier REMIC created hereunder, and the Upper-Tier REMIC for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the Lower-Tier REMIC created hereunder, including Schedule Q to Form 1066, and the Upper-Tier REMIC as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the Lower-Tier REMIC created hereunderand the Upper-Tier REMIC, except as provided under this Agreement; (v) represent the Trust Trust, the Lower-Tier REMIC or each the Upper-Tier REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust Trust, the Lower-Tier REMIC or each REMIC created hereunderthe Upper-Tier REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust Trust, the Lower-Tier REMIC or each REMIC created hereunderthe Upper-Tier REMIC, and otherwise act on behalf of the Trust Trust, the Lower-Tier REMIC or each the Upper-Tier REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and 139 the Treasury Regulations thereunder; (vii) upon receipt of reasonable compensation, make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee ______________________________ or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee Trustee, the Master Servicer and the each Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC "REMIC" status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, and (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) the Seller in addition covenants to cause the each Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each of the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of Neither the Depositor, the Sellers or Seller nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters acceptable to Trustee and the Seller to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In The Trustee, each of the event that Servicers and Tax Matters Person each agree to indemnify the Trust for any tax is imposed on “prohibited transactions” the Trust, the Lower-Tier or the Upper-Tier REMIC as a result of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisetheir own negligence.

REMIC Status. (a) The parties hereto intend that the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall constitute, and that the affairs of the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan The Chase Bank, National Association, Manhattan Bank or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the Lower-Tier REMIC and the Upper-Tier REMIC created hereunder using a calendar year as the taxable year for such the Lower-Tier REMIC and the Upper-Tier REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the Lower-Tier REMIC and the Upper-Tier REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the Lower-Tier REMIC and the Upper-Tier REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was duerelated; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, except as provided under this Agreement; (v) represent represent, the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, and otherwise act on behalf of the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder in relation to any tax matter involving the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and the Trustee shall constitute Trustee Reimbursable Expenses, be entitled to reimbursement therefor as provided in Section 7.03(b)(i) unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. In addition to the foregoing, the Tax Matters Person shall prepare and forward, or cause to be prepared and forwarded, to the Seller as long as it is an Owner of a Class R Certificate each year, beginning in December 1998, on or before the twenty-seventh day (or if such day is not a business day, on the next succeeding business day) of the month of (1) March (beginning in 1999), with respect to the period January 1 to March 31, (2) May, with respect to the period April 1 to May 31, (3) August, with respect to the period June 1 to August 31 and (4) December, with respect to the period September 1 to December 31, an estimate of such Owner's allocable portion of taxable income or net loss, excess inclusions and investment expenses for the related period to the extent such amounts are required to be furnished on Schedule Q to Form 1066. Such estimates shall be made to the extent of and based upon information provided to the Tax Matters Person by the Servicer (which information may consist of actual information related to payments received on the Home Equity Loans, except that the estimate with respect to any month for which actual information is not available may be based on the payment history for prior months and an assumption of prepayments of the Home Equity Loans as provided by the Servicer). The legal expenses and costs of any action or proceeding resulting from or relating to the estimates provided by the Tax Matters Person pursuant to this Section 11.16(a) and any liability resulting therefrom shall constitute expenses of the Servicer and the Trustee shall be entitled to reimbursement therefor from the Servicer unless such legal expenses, costs or liability are incurred by reason of the Trustee willful misfeasance, bad faith or gross negligence. (b) The SellersSeller, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each The Lower-Tier REMIC and the Upper-Tier REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers Seller or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Trustee to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed on the Trust or the Lower-Tier REMIC or the Upper-Tier REMIC by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwiseotherwise (iii) against amounts on deposit in the Certificate Account in the manner provided in Article VII.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall the Trust constitute, and that the affairs of each REMIC created hereunder the Trust shall be conducted so as to qualify it as as, a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, the Trustee or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created the Trust established hereunder using a calendar year as the taxable year for such REMICthe Trust established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunderthe Trust, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, the Trust as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunderthe Trust, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunderTrust, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunderTrust, and otherwise act on behalf of the Trust or each any REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee and the Master Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC "REMIC" status for any REMIC created hereunderthe Trust, (ii) not to engage in any “"prohibited 127 transaction”", as such term is defined in Section 860F(a)(2) of the Code, subject to the exceptions set forth in Section 860F(a)(5) of the Code, and (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the ServicerCode. (c) Each REMIC created hereunder The Trust shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Permitted Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers Seller or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee Trustee, Depositor, Master Servicer or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC "REMIC" status for any REMIC created hereunderthe Trust; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In The Master Servicer, Trustee and Tax Matters Person agree to indemnify the event that Trust for any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) a result of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisetheir negligence.

REMIC Status. (a) The parties hereto intend that each of the Master REMIC created hereunder shall and the Subsidiary REMIC constitute, and that the affairs of each REMIC created hereunder the Trust shall be conducted so as to qualify it each as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, the Trustee or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created the Trust established hereunder using a calendar year as the taxable year for such REMICthe Trust established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunderthe Trust, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, the Trust as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunderthe Trust, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunderTrust, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunderTrust, and otherwise act on behalf of the Trust or each any REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee and the Master Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC "REMIC" status for any REMIC created hereunderthe Trust, (ii) not to engage in any “prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, subject to the exceptions set forth in Section 860F(a)(5) of the Code, and (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the ServicerCode. (c) Each REMIC created hereunder The Trust shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Permitted Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereofhereto). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.. 113

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase BankBank One, National Association, or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any either REMIC created hereunder, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative 133 or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC status for any either REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any either REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement.. 134 (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “original issue discount” as defined in the Code based upon the prepayment assumption and calculated by using the “Issue Price” (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “tax matters person” pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer of residual interests to certain Disqualified Organizations or (B) on pass-pass through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any REMIC created hereunder, (ii) not to engage in any “prohibited transaction”, as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall constitute, and that the affairs of the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, ContiFunding Corporation or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the Lower-Tier REMIC created and the Upper-Tier REMIC established hereunder using a calendar year as the taxable year for such REMICthe Lower-Tier REMIC and the Upper-Tier REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the Lower-Tier REMIC created hereunderand the Upper-Tier REMIC, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the Lower-Tier REMIC created hereunder, including Schedule Q to Form 1066, and the Upper-Tier REMIC as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any either the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, except as provided under this Agreement; (v) represent the Trust of the Lower-Tier REMIC or each the Upper-Tier REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of 108 limitations relating to any tax item of the Trust or each the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, and otherwise act on behalf of the Trust or each any REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee ContiFunding Corporation or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Each of the Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC "REMIC" status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is are aware of any such proposed action by the Servicer. (c) Each The Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of Neither the Depositor, either of the Sellers or nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), neither the Trustee or nor either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that unless the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Trustee to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In The Servicer and Tax Matters Person agree to indemnify the event that Trust for any tax is imposed on “prohibited transactions” of the Trust created hereunder or the Lower-Tier REMIC or the Upper-Tier REMIC as defined in Section 860F(a)(2) a result of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisetheir negligence.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder the Trust shall constitute, and that the affairs of each REMIC created hereunder the Trust shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, ContiFunding Corporation or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the REMIC created established hereunder using a calendar year as the taxable year for such REMICthe REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunderthe REMIC, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “Issue Price” "issue price" (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereundera REMIC, except as 123 provided under this Agreement; (v) represent the Trust or each a REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereundera REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereundera REMIC, and otherwise act on behalf of the Trust or each a REMIC created hereunder therein in relation to any tax matter involving the Trust or each the REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by or treated as held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee ContiFunding Corporation or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Each of the Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC "REMIC" status for any REMIC created hereundera REMIC, (ii) not to engage in any “"prohibited transaction”, ," as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is are aware of any such proposed action by the Servicer. (c) Each The REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of Neither the Depositor, either of the Sellers or nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), neither the Trustee or nor either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that unless the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any REMIC created hereundera REMIC; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In The Servicer and Tax Matters Person agree to indemnify the event that Trust for any tax is imposed on “prohibited transactions” of the Trust created hereunder or a REMIC as defined in Section 860F(a)(2) a result of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisetheir negligence.

REMIC Status. (a) The parties hereto intend that the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall constitute, and that the affairs of the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan The Chase Bank, National Association, Manhattan Bank or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the Lower-Tier REMIC and the Upper-Tier REMIC created hereunder using a calendar year as the taxable year for such the Lower-Tier REMIC and the Upper-Tier REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the Lower-Tier REMIC and the Upper-Tier REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the Lower-Tier REMIC and the Upper-Tier REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was duerelated; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, except as provided under this Agreement; (v) represent represent, the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, and otherwise act on behalf of the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder in relation to any tax matter involving the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and the Trustee shall constitute Trustee Reimbursable Expenses, be entitled to reimbursement therefor as provided in Section 7.03(b)(i) unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “tax matters person” pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any REMIC created hereunder, (ii) not to engage in any “prohibited transaction”, as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.103

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bankthe Trustee shall, National Associationto the extent permitted by applicable law, or such other person designated pursuant to Section 11.18 hereof shall act as agent for the each Trust REMIC and as Tax Matters Person for the Trust and that in such capacity it shall: : (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each Trust REMIC created established hereunder using a calendar year as the taxable year for such REMICeach Trust REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunderTrust REMIC, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each Trust REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information as necessary in respect of the determination of the present value of anticipated excess inclusions as required under Treasury Regulation Section 1.860E-2(a)(6) and reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “Issue Price” "issue price" (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that (iv) if the tax return filed on Schedule Q filing or distribution of any documents of an administrative nature not addressed in clauses (i) through (iii) of this Section 12.16 (a) is then required by the REMIC Provisions in order to Form 1066 shall maintain the status of REMIC II and REMIC I as a REMIC or is otherwise required by the Code, prepare, sign and file or distribute, or cause to be prepared and forwarded signed and filed or distributed, such documents with or to such Persons when and as required by the REMIC Provisions or the Code or comparable provisions of applicable state or local tax law; (v) within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title and address of the Person that the Owners of the Class R Certificates no later than 50 days after may contact for tax information relating thereto (and the end Trustee shall act as the representative of each of REMIC II and REMIC I for this purpose), together with such additional information as may be required by such 139 Form, and shall update such information at the time or times and in the manner required by the Code (and the Depositor agrees within 10 Business Days of the period Closing Date to which provide any information reasonably requested by the Servicer or the Trustee and necessary to make such tax return was duefiling); (ivvi) not take any action maintain such records relating to each of REMIC II and REMIC I as may be necessary to prepare the foregoing returns, schedules, statements or omit information, such records, for federal income tax purposes, to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreementbe maintained on a calendar year and on an accrual basis; (vvii) represent the Trust or each a REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereundera Trust REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereundera Trust REMIC, and otherwise act on behalf of the Trust or each a Trust REMIC created hereunder therein in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)REMIC therein; (viviii) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.1612.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Residual Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; and (viiix) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by or treated as held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other agent designated by the Tax Matters Person pursuant to this Section 11.16 12.16 shall survive the termination or discharge of this Agreement. (b) . The Sellers, the Depositor, the Trustee and the Servicer GMACM each covenant and agree for the benefit of the Owners (i) that each shall not intentionally take any action or intentionally omit to take no any action which if, in taking or omitting to take such action, such action or omission (as the case may be) would result in cause the termination of the REMIC status for of REMIC II or REMIC I or the imposition of tax on REMIC II or REMIC I or any REMIC created hereunder, (ii) not to engage in any “prohibited transaction”, as such term is defined in Section 860F(a)(2) other portions of the Code, Trust (iii) not other than a tax on income expressly permitted or contemplated to engage in any other action which may result in be received by the imposition on the Trust terms of any other taxes under the Code this Agreement). The Depositor and (iv) Trustee further each covenant and agree to cause the Servicer GMACM not to take or engage in any such action, action or omission described in the preceding sentence to the extent that either of the Sellers is Depositor and/or the Trustee are aware of any such proposed action or omission by GMACM. Notwithstanding any provision of this paragraph to the contrary, the Trustee shall not be required to take any action that the Trustee in good faith believes to be inconsistent with any other provision of this Agreement, nor shall the Trustee be deemed in violation of this paragraph if it takes any action expressly required or authorized by any other provision of this Agreement, and the Trustee shall have no responsibility or liability with respect to any act or omission of the Depositor or a Servicer which does not enable the Trustee to comply with any of clauses (i) through (vi) of the second sentence of the first paragraph of this Section 12.16(a) or which results in any action contemplated by clauses (i) through (iii) of the next succeeding sentence. In this regard the Depositor, the Trustee and GMACM each covenant and agree that each shall (i) exercise reasonable care not to allow the occurrence of any "prohibited transactions" within the meaning of Code Section 860F(a), unless the party seeking such action shall have delivered to the Trustee an REMIC Opinion addressed to the Trustee (at 140 such party's expense) that such occurrence would not (A) result in a taxable gain, (B) otherwise subject REMIC II or REMIC I to tax (other than a tax at the highest marginal corporate tax rate on net income from foreclosure property), or (C) cause either REMIC II or REMIC I to fail to qualify as a REMIC; and (ii) exercise reasonable care not to allow the Trust to receive income from the performance of services or from assets not permitted under the REMIC Provisions to be held by a REMIC (provided, however, that the receipt of any income expressly permitted or contemplated by the Servicerterms of this Agreement shall not be deemed to violate this clause) and (iii) not permit the creation of any "interests," within the meaning of the REMIC Provisions, in REMIC II other than the REMIC Regular Interests and the Class R-1 Interest or in REMIC I other than the REMIC I Regular Interests or the Class R Certificate. Neither GMACM or the Depositor shall be responsible or liable for any failure by the Trustee to comply with the provisions of this Section 12.16. The Depositor and GMACM shall cooperate in a timely manner with the Trustee in supplying any information within the Depositor's or GMACM's control (other than any confidential information) that is reasonably necessary to enable the Trustee to perform its duties under this Section 12.16. (cb) Each Trust REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (dc) Except as otherwise permitted by Section 7.05(b)7.04, no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereofX). (ed) None of Neither the Depositor, the Sellers or Depositor nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each of the Master REMIC created hereunder shall and the Subsidiary REMIC constitute, and that the affairs of each REMIC created hereunder the Trust shall be conducted so as to qualify it each as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, the Trustee or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: shall (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created the Trust established hereunder using a calendar year as the taxable year for such REMICthe Trust established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC ProvisionsProvisions and related provisions of applicable state law, on behalf of each REMIC created hereunderthe Trust, for it each of the Master REMIC and the Subsidiary REMIC to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and related provisions of applicable state law forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, the Trust as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “Issue Price” "issue price" (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunderthe Trust, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunderTrust, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunderTrust, and otherwise act on behalf of the Trust or each any REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; and (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Master Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action or direct any other Person to take any action which would result in the termination of REMIC "REMIC" status for any either of the Master REMIC created hereunderor the Subsidiary REMIC, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, subject to the exceptions set forth in Section 860F(a)(5) of the Code, and (iii) not to engage in any other action which may result in the imposition on the Trust or either REMIC of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the ServicerCode. (c) Each REMIC created hereunder The Trustee shall, for federal income tax purposespurposes and for each of the Master REMIC and the Subsidiary REMIC, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Permitted Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall constitute, and that the affairs of the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan The Chase Bank, National Association, Manhattan Bank or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the Lower-Tier REMIC and the Upper-Tier REMIC created hereunder using a calendar year as the taxable year for such the Lower-Tier REMIC and the Upper-Tier REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the Lower-Tier REMIC and the Upper-Tier REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the Lower-Tier REMIC and the Upper-Tier REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was duerelated; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, except as provided under this Agreement; (v) represent represent, the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, and otherwise act on behalf of the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder in relation to any tax matter involving the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and the Trustee shall constitute Trustee Reimbursable Expenses, be entitled to reimbursement therefor as provided in Section 7.03(b)(i) unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to 123 the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. In addition to the foregoing, the Tax Matters Person shall prepare and forward, or cause to be prepared and forwarded, to the Seller as long as it is an Owner of a Class R Certificate each year, beginning in December 1998, on or before the twenty-seventh day (or if such day is not a business day, on the next succeeding business day) of the month of (1) March (beginning in 1999), with respect to the period January 1 to March 31, (2) May, with respect to the period April 1 to May 31, (3) August, with respect to the period June 1 to August 31 and (4) December, with respect to the period September 1 to December 31, an estimate of such Owner's allocable portion of taxable income or net loss, excess inclusions and investment expenses for the related period to the extent such amounts are required to be furnished on Schedule Q to Form 1066. Such estimates shall be made to the extent of and based upon information provided to the Tax Matters Person by the Servicer (which information may consist of actual information related to payments received on the Home Equity Loans, except that the estimate with respect to any month for which actual information is not available may be based on the payment history for prior months and an assumption of prepayments of the Home Equity Loans as provided by the Servicer). The legal expenses and costs of any action or proceeding resulting from or relating to the estimates provided by the Tax Matters Person pursuant to this Section 11.16(a) and any liability resulting therefrom shall constitute expenses of the Servicer and the Trustee shall be entitled to reimbursement therefor from the Servicer unless such legal expenses, costs or liability are incurred by reason of the Trustee willful misfeasance, bad faith or gross negligence. (b) The SellersSeller, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC status for any the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each The Lower-Tier REMIC and the Upper-Tier REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers Seller or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that 124 such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed on the Trust or the Lower-Tier REMIC or the Upper-Tier REMIC by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwiseotherwise (iii) against amounts on deposit in the Certificate Account in the manner provided in Article VII.

REMIC Status. (a) The parties hereto intend that each the REMIC created hereunder Estate shall constitute, and that the affairs of each the REMIC created hereunder Estate shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan The Chase Bank, National Association, Manhattan Bank or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the REMIC created 117 hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was duerelated; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the REMIC created hereunder, except as provided under this Agreement; (v) represent represent, the Trust or each the REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each the REMIC created hereunder, and otherwise act on behalf of the Trust or each the REMIC created hereunder in relation to any tax matter involving the Trust or each the REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and the Trustee shall constitute Trustee Reimbursable Expenses, be entitled to reimbursement therefor as provided in Section 7.03(b)(i) unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. In addition to the foregoing, the Tax Matters Person shall prepare and forward, or cause to be prepared and forwarded, to the Seller as long as it is an Owner of a Class R Certificate each year, beginning in December 1997, on or before the twenty-seventh day (or if such day is not a business day, on the next succeeding business day) of the month of (1) March (beginning in 1997), with respect to the period January 1 to March 31, (2) May, with respect to the period April 1 to May 31, (3) August, with respect to the period June 1 to August 31 and (4) December, with respect to the period September 1 to December 31, an estimate of such Owner's allocable portion of taxable income or net loss, excess inclusions and investment expenses for the related period to the extent such amounts are required to be furnished on Schedule Q to Form 1066. Such estimates shall be made to the extent of and based upon information provided to the Tax Matters Person by the Servicer (which information may consist of actual information related to payments received on the Home Equity Loans, except that the estimate with respect to any month for which actual information is not available may be based on the payment history for prior months and an assumption of prepayments of the Home Equity Loans as provided by the Servicer). The legal expenses and costs of any action or proceeding resulting from or relating to the estimates provided by the Tax Matters Person pursuant to this Section 11.16(a) and any liability resulting therefrom shall constitute expenses of the Servicer and the Trustee shall be entitled to reimbursement therefor from the 118 Servicer unless such legal expenses, costs or liability are incurred by reason of the Trustee willful misfeasance, bad faith or gross negligence. (b) The SellersSeller, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC status for any the REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each The REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers Seller or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any the REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwiseotherwise (iii) against amounts on deposit in the Certificate Account in the manner provided in Article VII.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, ContiFunding Corporation or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: : (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created established hereunder using a calendar year as the taxable year for such REMICeach REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunderREMIC, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereundera REMIC, except as provided under this Agreement; (v) represent the Trust or each a REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereundera REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereundera REMIC, and otherwise act on behalf of the Trust or each a REMIC created hereunder therein in relation to any tax matter involving the Trust or each the REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Residual Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by or treated as held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee ContiFunding Corporation or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Each of the Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC "REMIC" status for any REMIC created hereundera REMIC, (ii) not to engage in any “"prohibited transaction”, ," as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is are aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of Neither the Depositor, either of the Sellers or nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), neither the Trustee or nor either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that unless the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any REMIC created hereundera REMIC; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In The Servicer and Tax Matters Person agree to indemnify the event that Trust for any tax is imposed on “prohibited transactions” of the Trust created hereunder or a REMIC as defined in Section 860F(a)(2) a result of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisetheir negligence.

REMIC Status. (a) The parties hereto intend that each the REMIC created hereunder Estate shall constitute, and that the affairs of each the REMIC created hereunder Estate shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan The Chase Bank, National Association, Manhattan Bank or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was duerelated; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the REMIC created hereunder, except as provided under this Agreement; (v) represent represent, the Trust or each the REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each the REMIC created hereunder, and otherwise act on behalf of the Trust or each the REMIC created hereunder in relation to any tax matter involving the Trust or each the REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and the Trustee shall constitute Trustee Reimbursable Expenses, be entitled to reimbursement therefor as provided in Section 7.03(b)(i) unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory 103 requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. In addition to the foregoing, the Tax Matters Person shall prepare and forward, or cause to be prepared and forwarded, to the Seller as long as it is an Owner of a Class R Certificate each year, beginning in December 1997, on or before the twenty-seventh day (or if such day is not a business day, on the next succeeding business day) of the month of (1) March (beginning in 1997), with respect to the period January 1 to March 31, (2) May, with respect to the period April 1 to May 31, (3) August, with respect to the period June 1 to August 31 and (4) December, with respect to the period September 1 to December 31, an estimate of such Owner's allocable portion of taxable income or net loss, excess inclusions and investment expenses for the related period to the extent such amounts are required to be furnished on Schedule Q to Form 1066. Such estimates shall be made to the extent of and based upon information provided to the Tax Matters Person by the Servicer (which information may consist of actual information related to payments received on the Home Equity Loans, except that the estimate with respect to any month for which actual information is not available may be based on the payment history for prior months and an assumption of prepayments of the Home Equity Loans as provided by the Servicer). The legal expenses and costs of any action or proceeding resulting from or relating to the estimates provided by the Tax Matters Person pursuant to this Section 11.16(a) and any liability resulting therefrom shall constitute expenses of the Servicer and the Trustee shall be entitled to reimbursement therefor from the Servicer unless such legal expenses, costs or liability are incurred by reason of the Trustee willful misfeasance, bad faith or gross negligence. (b) The SellersSeller, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any the REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each The REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers Seller or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Trustee to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any the REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement.. 104 (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwiseotherwise (iii) against amounts on deposit in the Certificate Account in the manner provided in Article VII.

REMIC Status. (a) The parties hereto intend that the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall constitute, and that the affairs of the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, ____________________ or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: : (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the Lower-Tier REMIC created and the Upper- Tier REMIC established hereunder using a calendar year as the taxable year for such REMICthe Lower-Tier REMIC and the Upper-Tier REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the Lower- Tier REMIC created hereunderand the Upper-Tier REMIC, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with 110 respect to each the Lower-Tier REMIC created hereunder, including Schedule Q to Form 1066, and the Upper-Tier REMIC as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any either the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, except as provided under this Agreement; (v) represent the Trust of the Lower-Tier REMIC or each the Upper-Tier REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, and otherwise act on behalf of the Trust or each any REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Each of the Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC "REMIC" status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is are aware of any such proposed action by the Servicer. (c) Each The Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of Neither the Depositor, either of the Sellers or nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), neither the Trustee or nor either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that unless the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC; provided, however, that such transaction is otherwise permitted under this Agreement.. 111 (g) In The Servicer and Tax Matters Person agree to indemnify the event that Trust for any tax is imposed on “prohibited transactions” of the Trust created hereunder or the Lower-Tier REMIC or the Upper-Tier REMIC as defined in Section 860F(a)(2) a result of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisetheir negligence.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan The Chase Bank, National Association, Manhattan Bank or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided PROVIDED that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreement; (v) represent represent, the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and the Trustee shall constitute Trustee Reimbursable Expenses, be entitled to reimbursement therefor as provided in Section 7.03(b)(iv) unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC status for any each REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers Depositor or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any each REMIC created hereunder; providedPROVIDED, howeverHOWEVER, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase BankBank One, National Association, or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all 134 information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any either REMIC created hereunderhereunde, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC status for any either REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis.. 135 (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, either of the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any either REMIC created hereunder; providedPROVIDED, howeverHOWEVER, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “original issue discount” as defined in the Code based upon the prepayment assumption and calculated by using the “Issue Price” (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “tax matters person” pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any REMIC created hereunder, (ii) not to engage in any “prohibited transaction”, as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers Seller or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall constitute, and that the affairs of the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan The Chase Bank, National Association, Manhattan Bank or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the Lower-Tier REMIC and the Upper-Tier REMIC created hereunder using a calendar year as the taxable year for such the Lower-Tier REMIC and the Upper-Tier REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the Lower-Tier REMIC and the Upper-Tier REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the Lower-Tier REMIC and the Upper-Tier REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was duerelated; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, except as provided under this Agreement; (v) represent represent, the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, and otherwise act on behalf of the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder in relation to any tax matter involving the Trust or each the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and the Trustee shall constitute Trustee Reimbursable Expenses, be entitled to reimbursement therefor as provided in Section 7.03(b)(i) unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to 123 130 the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. In addition to the foregoing, the Tax Matters Person shall prepare and forward, or cause to be prepared and forwarded, to the Seller as long as it is an Owner of a Class R Certificate each year, beginning in December 1997, on or before the twenty-seventh day (or if such day is not a business day, on the next succeeding business day) of the month of (1) March (beginning in 1998), with respect to the period January 1 to March 31, (2) May, with respect to the period April 1 to May 31, (3) August, with respect to the period June 1 to August 31 and (4) December, with respect to the period September 1 to December 31, an estimate of such Owner's allocable portion of taxable income or net loss, excess inclusions and investment expenses for the related period to the extent such amounts are required to be furnished on Schedule Q to Form 1066. Such estimates shall be made to the extent of and based upon information provided to the Tax Matters Person by the Servicer (which information may consist of actual information related to payments received on the Home Equity Loans, except that the estimate with respect to any month for which actual information is not available may be based on the payment history for prior months and an assumption of prepayments of the Home Equity Loans as provided by the Servicer). The legal expenses and costs of any action or proceeding resulting from or relating to the estimates provided by the Tax Matters Person pursuant to this Section 11.16(a) and any liability resulting therefrom shall constitute expenses of the Servicer and the Trustee shall be entitled to reimbursement therefor from the Servicer unless such legal expenses, costs or liability are incurred by reason of the Trustee willful misfeasance, bad faith or gross negligence. (b) The SellersSeller, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC status for any the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each The Lower-Tier REMIC and the Upper-Tier REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers Seller or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that 124 131 such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed on the Trust or the Lower-Tier REMIC or the Upper-Tier REMIC by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwiseotherwise (iii) against amounts on deposit in the Certificate Account in the manner provided in Article VII.

REMIC Status. (a) The parties hereto intend that the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall constitute, and that the affairs of the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, ContiFunding Corporation or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the Lower-Tier REMIC created and the Upper-Tier REMIC established hereunder using a calendar year as the taxable year for such REMICthe Lower-Tier REMIC and the Upper-Tier REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the Lower-Tier REMIC created hereunderand the Upper-Tier REMIC, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the Lower-Tier REMIC created hereunder, including Schedule Q to Form 1066, and the Upper-Tier REMIC as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any either the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, except as provided under this Agreement; (v) represent the Trust of the Lower-Tier REMIC or each the Upper-Tier REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of 123 limitations relating to any tax item of the Trust or each the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, and otherwise act on behalf of the Trust or each any REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee ContiFunding Corporation or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Each of the Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC "REMIC" status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is are aware of any such proposed action by the Servicer. (c) Each The Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of Neither the Depositor, either of the Sellers or nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), neither the Trustee or nor either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that unless the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Trustee to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In The Servicer and Tax Matters Person agree to indemnify the event that Trust for any tax is imposed on “prohibited transactions” of the Trust created hereunder or the Lower-Tier REMIC or the Upper-Tier REMIC as defined in Section 860F(a)(2) a result of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisetheir negligence.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase BankBank One, National Association, or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; providedPROVIDED, howeverHOWEVER, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each the REMIC created hereunder Estate shall constitute, and that the affairs of each the REMIC created hereunder Estate shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase BankNorwest Bank Minnesota, National Association, Association or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided PROVIDED that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the REMIC created hereunder, except as provided under this Agreement; (v) represent represent, the Trust or each the REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each the REMIC created hereunder, and otherwise act on behalf of the Trust or each the REMIC created hereunder in relation to any tax matter involving the Trust or each the REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and the Trustee shall constitute Trustee Reimbursable Expenses, be entitled to reimbursement therefor as provided in Section 7.03(b)(iii)(G) unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC status for any the REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each The REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers Seller or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any the REMIC created hereunder; providedPROVIDED, howeverHOWEVER, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall the Trust constitute, and that the affairs of each REMIC created hereunder the Trust shall be conducted so as to qualify it as as, a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, the Trustee or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created the Trust established hereunder using a calendar year as the taxable year for such REMICthe Trust established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunderthe Trust, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, the Trust as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunderthe Trust, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authorityauthority (the costs and expenses of such representation to be borne by (A) the Trustee, in the event such proceedings, examination or audit were initiated due to the negligence, negligent omission, willful misfeasance or reckless disregard of the Trustee in the performance of its duties hereunder, or (B) the Trust, in any other event), request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunderTrust, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunderTrust, and otherwise act on behalf of the Trust or each any REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee and the Master Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC "REMIC" status for any REMIC created hereunderthe Trust, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, subject to the exceptions set forth in Section 860F(a)(5) of the Code, and (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer.Code. 119 (c) Each REMIC created hereunder The Trust shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Permitted Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers Seller or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee Trustee, Depositor, Master Servicer or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any REMIC created hereunderthe Trust; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” Each of the Master Servicer, Trustee and Tax Matters Person agrees to indemnify the Trust created hereunder as defined in Section 860F(a)(2) of the Codefor any tax, penalties, interest and any costs or expenses associated with any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority imposed on, or incurred by or on “net income from foreclosure property” of behalf of, the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any a result of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisenegligence.

REMIC Status. (a) The parties hereto intend that each of the Master REMIC created hereunder shall and the Subsidiary REMIC constitute, and that the affairs of each REMIC created hereunder the Trust shall be conducted so as to qualify it each as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, the Trustee or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created the Trust established hereunder using a calendar year as the taxable year for such REMICthe Trust established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunderthe Trust, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, the Trust as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunderthe Trust, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunderTrust, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunderTrust, and otherwise act on behalf of the Trust or each any REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee and the Master Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC "REMIC" status for any REMIC created hereunderthe Trust, (ii) not to engage in any “prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, subject to the exceptions set forth in Section 860F(a)(5) of the Code, and (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer.Code. 113 (c) Each REMIC created hereunder The Trust shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereofhereto). (e) None of Neither the Depositor, the Sellers or Seller nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee Trustee, Depositor, Master Servicer or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any REMIC created hereunderthe Trust; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In The Master Servicer, Trustee and Tax Matters Person agree to indemnify the event that Trust for any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) a result of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisetheir negligence.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase BankBank One, National Association, or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: the (iA) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return is then required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf Provisions in order to maintain the status of each REMIC created hereunder, for it to be treated II and REMIC I as a REMIC; (iii) at REMIC or is otherwise required by the Tax Matters Person’s expenseCode, prepare prepare, sign and forwardfile or distribute, or cause to be prepared and forwardedsigned and filed or distributed, such documents with or to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, such Persons when and in as required by the form required REMIC Provisions or the Code or comparable provisions of applicable state or local tax law; (v) within thirty days of the Closing Date, furnish or cause to be provided to the Owners, and furnished to the Internal Revenue Service Service, on Form 8811 or as otherwise may be required by the Code, the name, title and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “original issue discount” as defined in the Code based upon the prepayment assumption and calculated by using the “Issue Price” (within the meaning of Section 1273 address of the Code) of the Certificates of the related Class; provided Person that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after may contact for tax information relating thereto (and the end Trustee shall act as the representative of each of REMIC II and REMIC I for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time or times and in the manner required by the Code (and the Depositor agrees within 10 Business Days of the period Closing Date to which provide any information reasonably requested by the Servicer or the Trustee and necessary to make such tax return was duefiling); (ivvi) not take any action maintain such records relating to each of REMIC II and REMIC I as may be necessary to prepare the foregoing returns, schedules, statements or omit information, such records, for federal income tax purposes, to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreementbe maintained on a calendar year and on an accrual basis; (vvii) represent the Trust or each a REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereundera Trust REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereundera Trust REMIC, and otherwise act on behalf of the Trust or each a Trust REMIC created hereunder therein in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)REMIC therein; (viviii) comply with all statutory or regulatory requirements with regard to its conduct of activities 152 pursuant to the foregoing clauses of this Section 11.16SECTION 12.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Residual Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; and (viiix) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by or treated as held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other agent designated by the Tax Matters Person pursuant to this Section 11.16 SECTION 12.16 shall survive the termination or discharge of this Agreement. (b) . The Sellers, the Depositor, the Trustee Trustee, Fairbanks, GreenPoint and the Servicer Wilshire each covenant and agree for the benefit of the Owners (i) that each shall not intentionally take any action or intentionally omit to take no any action which if, in taking or omitting to take such action, the Trustee knows that such action or omission (as the case may be) would result in cause the termination of the REMIC status for of REMIC II or REMIC I or the imposition of tax on REMIC II or REMIC I or any REMIC created hereunder, (ii) not to engage in any “prohibited transaction”, as such term is defined in Section 860F(a)(2) other portions of the Code, Trust (iii) not other than a tax on income expressly permitted or contemplated to engage in any other action which may result in be received by the imposition on the Trust terms of any other taxes under the Code this Agreement). The Depositor and (iv) Trustee further each covenant and agree to cause the Servicer Servicers not to take or engage in any such action, action or omission described in the preceding sentence to the extent that either of the Sellers is Depositor and/or the Trustee are aware of any such proposed action or omission by any Servicer. Notwithstanding any provision of this paragraph to the Servicer. contrary, the Trustee shall not be required to take any action that the Trustee in good faith believes to be inconsistent with any other provision of this Agreement, nor shall the Trustee be deemed in violation of this paragraph if it takes any action expressly required or authorized by any other provision of this Agreement, and the Trustee shall have no responsibility or liability with respect to any act or omission of the Depositor or a Servicer which does not enable the Trustee to comply with any of CLAUSES (ci) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. through (dVI) Except as otherwise permitted of the second sentence of the first paragraph of this SECTION 12.16(A) or which results in any action contemplated by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity CLAUSES (unless sold pursuant to a plan I) through (III) of liquidation in accordance with Article IX hereof). (e) None of the next succeeding sentence. In this regard the Depositor, the Sellers or Trustee, Fairbanks, GreenPoint and Wilshire each covenant and agree that each shall (i) exercise reasonable care not to allow the occurrence of any "prohibited transactions" within the meaning of Code Section 860F(a), unless the party seeking such action shall have delivered to the Trustee shall enter into any arrangement by which an REMIC Opinion addressed to the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (fat such party's expense) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does occurrence would not (A) result in a taxable gain, (B) otherwise subject REMIC II or REMIC I to tax imposed (other than a tax at the highest marginal corporate tax rate on net income from foreclosure property), or (C) cause either REMIC II or REMIC I to fail to qualify as a REMIC; and (ii) exercise reasonable care not to allow the Trust to receive income from the performance of services or cause from assets not permitted under the REMIC Provisions to be held by a termination of REMIC status for any REMIC created hereunder; (provided, however, that such transaction is otherwise the receipt of any income expressly permitted under or contemplated by the terms of this Agreement. Agreement shall not be deemed to violate this clause) and (giii) In not permit the event that creation of any tax is imposed on “prohibited transactions” "interests," within the meaning of the Trust created hereunder as defined REMIC Provisions, in Section 860F(a)(2) REMIC II other than the REMIC Regular Interests and the Class R-1 Interest or in REMIC I other than the REMIC I Regular Interests or the Class R Certificate. None of Fairbanks Wilshire or the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax Depositor shall be charged (i) to the Trustee if such tax arises out of responsible or results from the willful misfeasance, bad faith or negligence in performance liable for any failure by the Trustee of any of its obligations under Article X, or (ii) to comply with the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.provisions 153

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, ContiFunding Corporation or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: : (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created established hereunder using a calendar year as the taxable year for such REMICeach REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunderREMIC, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereundera REMIC, except as provided under this Agreement; (v) represent the Trust or each a REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereundera REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereundera REMIC, and otherwise act on behalf of the Trust or each a REMIC created hereunder therein in relation to any tax matter involving the Trust or each the REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Residual Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by or treated as held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any REMIC created hereunder, (ii) not to engage in any “prohibited transaction”, as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.Matters

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall the Trust constitute, and that the affairs of each REMIC created hereunder the Trust shall be conducted so as to qualify it as as, a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, the Trustee or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created the Trust established hereunder using a calendar year as the taxable year for such REMICthe Trust established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunderthe Trust, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, the Trust as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunderthe Trust, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authorityauthority (the costs and expenses of such representation to be borne by (A) the Trustee, in the event such proceedings, examination or audit were initiated due to the negligence, negligent omission, willful misfeasance or reckless disregard of the Trustee in the performance of its duties hereunder, or (B) the Trust, in any other event), request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunderTrust, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunderTrust, and otherwise act on behalf of the Trust or each any REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any REMIC created hereunder, (ii) not to engage in any “prohibited transaction”, as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall constitute, and that the affairs of each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall be conducted so as to qualify it each as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, Bankers Trust Company or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the Upper-Tier REMIC created and the Upper-Tier REMIC established hereunder using a calendar year as the taxable year for such REMICthe Lower-Tier REMIC and the Upper-Tier REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the Lower-Tier REMIC created hereunder, and the Upper-Tier REMIC for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the Lower-Tier REMIC created hereunder, including Schedule Q to Form 1066, and the Upper-Tier REMIC as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the Lower-Tier REMIC created hereunderand the Upper-Tier REMIC, except as 140 provided under this Agreement; (v) represent the Trust Trust, the Lower-Tier REMIC or each the Upper-Tier REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust Trust, the Lower-Tier REMIC or each REMIC created hereunderthe Upper-Tier REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust Trust, the Lower-Tier REMIC or each REMIC created hereunderthe Upper-Tier REMIC, and otherwise act on behalf of the Trust Trust, the Lower-Tier REMIC or each the Upper-Tier REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee Bankers Trust Company or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee and the each Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC "REMIC" status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, and (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) the Seller in addition covenants to cause the each Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each of the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of Neither the Depositor, the Sellers or Seller nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters acceptable to Trustee and the Seller to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In The Trustee, each of the event that Servicers and Tax Matters Person each agree to indemnify the Trust for any tax is imposed on “prohibited transactions” the Trust, the Lower-Tier or the Upper-Tier REMIC as a result of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.their own negligence. 141

REMIC Status. (a) The parties hereto intend that each the REMIC created hereunder Estate shall constitute, and that the affairs of each the REMIC created hereunder Estate shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan The Chase Bank, National Association, Manhattan Bank or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was duerelated; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the REMIC created hereunder, except as provided under this Agreement; (v) represent represent, the Trust or each the REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each the REMIC created hereunder, and otherwise act on behalf of the Trust or each the REMIC created hereunder in relation to any tax matter involving the Trust or each the REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and the Trustee shall constitute Trustee Reimbursable Expenses, be entitled to reimbursement therefor as provided in Section 7.03(b)(i) unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. In addition to the foregoing, the Tax Matters Person shall prepare and forward, or cause to be prepared and forwarded, to the Seller as long as it is an Owner of a Class R Certificate each year, beginning in December 1997, on or before the twenty-seventh day (or if such day is not a business day, on the next succeeding business day) of the month of (1) March (beginning in 1997), with respect to the period January 1 to March 31, (2) May, with respect to the period April 1 to May 31, (3) August, with respect to the period June 1 to August 31 and (4) December, with respect to the period September 1 to December 31, an estimate of such Owner's allocable portion of taxable income or net loss, excess 122 inclusions and investment expenses for the related period to the extent such amounts are required to be furnished on Schedule Q to Form 1066. Such estimates shall be made to the extent of and based upon information provided to the Tax Matters Person by the Servicer (which information may consist of actual information related to payments received on the Home Equity Loans, except that the estimate with respect to any month for which actual information is not available may be based on the payment history for prior months and an assumption of prepayments of the Home Equity Loans as provided by the Servicer). The legal expenses and costs of any action or proceeding resulting from or relating to the estimates provided by the Tax Matters Person pursuant to this Section 11.16(a) and any liability resulting therefrom shall constitute expenses of the Servicer and the Trustee shall be entitled to reimbursement therefor from the Servicer unless such legal expenses, costs or liability are incurred by reason of the Trustee willful misfeasance, bad faith or gross negligence. (b) The SellersSeller, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC status for any the REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each The REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers Seller or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any the REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwiseotherwise (iii) against amounts on deposit in the Certificate Account in the manner provided in Article VII.

REMIC Status. (a) The parties hereto intend that each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall constitute, and that the affairs of each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall be conducted so as to qualify it each as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, The Bank of New York or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the Upper-Tier REMIC created and the Upper-Tier REMIC established hereunder using a calendar year as the taxable year for such REMICthe Lower-Tier REMIC and the Upper-Tier REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the Lower-Tier REMIC created hereunder, and the Upper- 139 146 Tier REMIC for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the Lower-Tier REMIC created hereunder, including Schedule Q to Form 1066, and the Upper-Tier REMIC as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the Lower-Tier REMIC created hereunderand the Upper-Tier REMIC, except as provided under this Agreement; (v) represent the Trust Trust, the Lower-Tier REMIC or each the Upper-Tier REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust Trust, the Lower-Tier REMIC or each REMIC created hereunderthe Upper-Tier REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust Trust, the Lower-Tier REMIC or each REMIC created hereunderthe Upper-Tier REMIC, and otherwise act on behalf of the Trust Trust, the Lower-Tier REMIC or each the Upper-Tier REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee The Bank of New York or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee and the each Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC "REMIC" status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, and (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) the Seller in addition covenants to cause the each Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each of the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of Neither the Depositor, the Sellers or Seller nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters acceptable to Trustee and the Seller to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC 140 147 status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In The Trustee, each of the event that Servicers and Tax Matters Person each agree to indemnify the Trust for any tax is imposed on “prohibited transactions” the Trust, the Lower-Tier or the Upper-Tier REMIC as a result of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisetheir own negligence.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Xxxxx Fargo Bank, National AssociationN.A., or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “original issue discount” as defined in the Code based upon the prepayment assumption and calculated by using the “Issue Price” (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable ExpensesTrust, unless such legal expenses and costs are incurred by reason of the TrusteeSecurities Administrator’s willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “tax matters person” pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee Securities Administrator or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee Trustee, the Securities Administrator, the Master Servicer and the Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC status for any REMIC created hereunder, (ii) not to engage in any “prohibited transaction”, as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers Seller, the Securities Administrator or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee Trustee, the Securities Administrator or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee and Securities Administrator shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, (ii) to the Securities Administrator if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Securities Administrator of any of its obligations under Article X or (iiiii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each the REMIC created hereunder Estate shall constitute, and that the affairs of each the REMIC created hereunder Estate shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan The Chase Bank, National Association, Manhattan Bank or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the REMIC created hereunderEstate, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was duerelated; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the REMIC created hereunder, except as provided under this Agreement; (v) represent represent, the Trust or each the REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each the REMIC created hereunder, and otherwise act on behalf of the Trust or each the REMIC created hereunder in relation to any tax matter involving the Trust or each the REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and the Trustee shall constitute Trustee Reimbursable Expenses, be entitled to reimbursement therefor as provided in Section 7.03(b)(i) unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. In addition to the foregoing, the Tax Matters Person shall prepare and forward, or cause to be prepared and forwarded, to the Seller as long as it is an Owner of a Class R Certificate each year, beginning in December 1998, on or before the twenty-seventh day (or if such day is not a business day, on the next succeeding business day) of the month of (1) March (beginning in 1998), with respect to the period January 1 to March 31, (2) May (beginning in 1998), with respect to the period April 1 to May 31, (3) August (beginning in 1998), with respect to the period June 1 to August 31 and (4) December (beginning in 1998), with respect to the period September 1 to December 31, an estimate of such Owner's allocable portion of taxable income or net loss, excess inclusions and investment expenses for the related period to the extent such amounts are required to be furnished on Schedule Q to Form 1066. Such estimates shall be made to the extent of and based upon information provided to the Tax Matters Person by the Master Servicer (which information may consist of actual information related to payments received on the Home Equity Loans, except that the estimate with respect to any month for which actual information is not available may be based on the payment history for prior months and an assumption of prepayments of the Home Equity Loans as provided by the Master Servicer). The legal expenses and costs of any action or proceeding resulting from or relating to the estimates provided by the Tax Matters Person pursuant to this Section 11.16(a) and any liability resulting therefrom shall constitute expenses of the Master Servicer and the Trustee shall be entitled to reimbursement therefor from the Master Servicer unless such legal expenses, costs or liability are incurred by reason of the Trustee willful misfeasance, bad faith or gross negligence. (b) The SellersSeller, the Depositor, the Trustee and the Master Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result 113 in the termination of REMIC status for any the REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Master Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Master Servicer. (c) Each The REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of Neither the Depositor, the Sellers or Seller nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any the REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Master Servicer if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article VIII or otherwiseotherwise (iii) against amounts on deposit in the Certificate Account and shall be paid by withdrawal therefrom.

REMIC Status. (a) The parties hereto intend that each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall constitute, and that the affairs of each the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall be conducted so as to qualify it each as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase BankNorwest Bank Minnesota, National Association, Association or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the Upper-Tier REMIC created and the Upper-Tier REMIC established hereunder using a calendar year as the taxable year for such REMICthe Lower-Tier REMIC and the Upper-Tier REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the Lower-Tier REMIC created hereunder, and the Upper-Tier REMIC for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the Lower-Tier REMIC created hereunder, including Schedule Q to Form 1066, and the Upper-Tier REMIC as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the Lower-Tier REMIC created hereunderand the Upper-Tier REMIC, except as provided under this 145 Agreement; (v) represent the Trust Trust, the Lower-Tier REMIC or each the Upper-Tier REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust Trust, the Lower-Tier REMIC or each REMIC created hereunderthe Upper-Tier REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust Trust, the Lower-Tier REMIC or each REMIC created hereunderthe Upper-Tier REMIC, and otherwise act on behalf of the Trust Trust, the Lower-Tier REMIC or each the Upper-Tier REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) upon receipt of reasonable compensation, make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee Norwest Bank Minnesota, National Association or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee Trustee, the Master Servicer and the each Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC "REMIC" status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, and (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) the Seller in addition covenants to cause the each Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each of the Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of Neither the Depositor, the Sellers or Seller nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters acceptable to Trustee and the Seller to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In The Trustee, each of the event that Servicers and Tax Matters Person each agree to indemnify the Trust for any tax is imposed on “prohibited transactions” the Trust, the Lower-Tier or the Upper-Tier REMIC as a result of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.their own negligence. 146

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall the Trust constitute, and that the affairs of each REMIC created hereunder the Trust shall be conducted so as to qualify it as as, a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, the Trustee or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created the Trust established hereunder using a calendar year as the taxable year for such REMICthe Trust established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunderthe Trust, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, the Trust as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunderthe Trust, except as provided under this Agreement; (v) represent the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authorityauthority (the costs and expenses of such representation to be borne by (A) the Trustee, in the event such proceedings, examination or audit were initiated due to the negligence, negligent omission, willful misfeasance or reckless disregard of the Trustee in the performance of its duties hereunder, or (B) the Trust, in any other event), request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunderTrust, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunderTrust, and otherwise act on behalf of the Trust or each any REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee and the Master Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC "REMIC" status for any REMIC created hereunderthe Trust, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, subject to the exceptions set forth in Section 860F(a)(5) of the Code, and (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer.Code. 121 (c) Each REMIC created hereunder The Trust shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Permitted Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers Seller or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee Trustee, Depositor, Master Servicer or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any REMIC created hereunderthe Trust; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” Each of the Master Servicer, Trustee and Tax Matters Person agrees to indemnify the Trust created hereunder as defined in Section 860F(a)(2) of the Codefor any tax, penalties, interest and any costs or expenses associated with any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority imposed on, or incurred by or on “net income from foreclosure property” of behalf of, the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any a result of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisenegligence.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder I and REMIC II shall constitute, and that the affairs of each such REMIC created hereunder shall be conducted so as to qualify it as as, a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, the Servicer or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust Fund and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust Fund and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expenseprepared, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created I and REMIC II established hereunder using a calendar year as the taxable year for such REMICREMIC I and REMIC II established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of REMIC I and REMIC II for each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the REMIC created hereunder, including Schedule Q to Form 1066, I or REMIC II as, when and in the form required to be provided to the OwnersCertificateholders, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including including, without limitation limitation, information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreement; (v) represent the Trust or each Fund and REMIC created hereunder I and REMIC II in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust Fund or each the REMIC created hereunderI or REMIC II, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust Fund or each the REMIC created hereunderI or REMIC II, and otherwise act on behalf of the Trust Fund or each REMIC created hereunder the REMICs therein in relation to any tax matter involving the Trust Fund or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection therein; (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners Certificateholders of Class R Residual Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (viivi) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viiivii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee Servicer or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) . The Sellers, the Depositor, the Trustee Trustee, the Servicer and the Servicer Tax Matters Person covenant and agree for the benefit of the Owners Certificateholders (i) not to take no any action (or omit to take any action) which would result in the termination of REMIC "REMIC" status for any REMIC created hereunderI or REMIC II, (ii) not to engage in, or permit REMIC I or REMIC II to engage in, any activity that would result in any “a tax on a "prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in in, or permit REMIC I or REMIC II to engage in, any other action which may result in the imposition on the Trust Fund of any other taxes under the Code and (iv) to cause the Servicer Seller not to take or engage in any such action, to the extent that either of the Sellers is Seller are aware of any such proposed action by the Servicer. (c) Each . REMIC created hereunder I and REMIC II shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) . Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of . Neither the Depositor, the Sellers or Depositor nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding . Each of the foregoing clauses (d) and (e)Servicer, the Trustee or either of and the Sellers may engage in Tax Matters Person agree to indemnify Trust Fund and one another for any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust Fund or cause REMIC I or REMIC II as a termination result of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreementtheir negligence. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each the REMIC created hereunder Estate shall constitute, and that the affairs of each the REMIC created hereunder Estate shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, The Bank of New York or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the REMIC created Estate established hereunder using a calendar year as the taxable year for such REMICthe REMIC Estate established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the REMIC created hereunder, Estate for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the REMIC created hereunder, including Schedule Q to Form 1066, Estate as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state 123 or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any the REMIC created hereunderEstate, except as provided under this Agreement; (v) represent the Trust or each of the REMIC created hereunder Estate in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the REMIC created hereunderEstate, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each the REMIC created hereunderEstate, and otherwise act on behalf of the Trust or each the REMIC created hereunder Estate therein in relation to any tax matter involving the Trust or each the REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee The Bank of New York or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee and the each Servicer covenant and agree for the benefit of the Owners (i) to take no action which would result in the termination of REMIC "REMIC" status for any the REMIC created hereunderEstate, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, and (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) the Seller in addition covenants to cause the each Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each The REMIC created hereunder Estate shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of Neither the Depositor, the Sellers or Seller nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters acceptable to Trustee and the Seller to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for any the REMIC created hereunderEstate; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In The Trustee, each of the event that Servicers and Tax Matters Person each agree to indemnify the Trust for any tax is imposed on “prohibited transactions” of the Trust created hereunder or the REMIC Estate as defined in Section 860F(a)(2) a result of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisetheir own negligence.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, ContiFunding Corporation or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: : (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created established hereunder using a calendar year as the taxable year for such REMICeach REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunderREMIC, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereundera REMIC, except as provided under this Agreement; (v) represent the Trust or each of a REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunderthe REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunderthe REMIC, and otherwise act on behalf of the Trust or each the REMIC created hereunder therein in relation to any tax matter involving the Trust or each the REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Residual Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee ContiFunding Corporation or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Each of the Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC "REMIC" status for any REMIC created hereundera REMIC, (ii) not to engage in any “"prohibited transaction”, ," as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is are aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of Neither the Depositor, either of the Sellers or nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), neither the Trustee or nor either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that unless the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any REMIC created hereundera REMIC; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In The Servicer and Tax Matters Person agree to indemnify the event that Trust for any tax is imposed on “prohibited transactions” of the Trust created hereunder or a REMIC as defined in Section 860F(a)(2) a result of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisetheir negligence.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder I and REMIC II (exclusive of the Capitalized Interest Account and the Pre-Funding Account) shall constitute, and that the affairs of each such REMIC created hereunder shall be conducted so as to qualify it as as, a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, the Servicer or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust Fund and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust Fund and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expenseprepared, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created I and REMIC II established hereunder using a calendar year as the taxable year for such REMICREMIC I and REMIC II established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of REMIC I and REMIC II for each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the REMIC created hereunder, including Schedule Q to Form 1066, I or REMIC II as, when and in the form required to be provided to the OwnersCertificateholders, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including including, without limitation limitation, information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereunder, except as provided under this Agreement; (v) represent the Trust or each Fund and REMIC created hereunder I and REMIC II in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust Fund or each the REMIC created hereunderI or REMIC II, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust Fund or each the REMIC created hereunderI or REMIC II, and otherwise act on behalf of the Trust Fund or each REMIC created hereunder the REMICs therein in relation to any tax matter involving the Trust Fund or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection therein; (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners Certificateholders of Class R Residual Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (viivi) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization or in the case of an Aelecting large partnership" (within the meaning of Section 15 of the Code) is treated as being held by a Disqualified Organization; and (viiivii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee Servicer or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) . The Sellers, the Depositor, the Trustee Trustee, the Servicer and the Servicer Tax Matters Person covenant and agree for the benefit of the Owners Certificateholders (i) not to take no any action (or omit to take any action) which would result in the termination of REMIC "REMIC" status for any REMIC created hereunderI or REMIC II, (ii) not to engage in, or permit REMIC I or REMIC II to engage in, any activity that would result in any “a tax on a "prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in in, or permit REMIC I or REMIC II to engage in, any other action which may result in the imposition on the Trust Fund of any other taxes under the Code and (iv) to cause the Servicer Seller not to take or engage in any such action, to the extent that either of the Sellers is Seller are aware of any such proposed action by the Servicer. (c) Each . REMIC created hereunder I and REMIC II shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) . Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of . Neither the Depositor, the Sellers or Depositor nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding . Each of the foregoing clauses (d) and (e)Servicer, the Trustee or either of and the Sellers may engage in Tax Matters Person agree to indemnify Trust Fund and one another for any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters to the effect that such transaction does not result in a tax imposed on the Trust Fund or cause REMIC I or REMIC II as a termination result of REMIC status for any REMIC created hereunder; provided, however, that such transaction is otherwise permitted under this Agreementtheir negligence. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, ContiFunding Corporation or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created established hereunder using a calendar year as the taxable year for such REMICeach REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunderREMIC, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “Issue Price” "issue price" (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC created hereundera REMIC, except as provided under this Agreement; (v) represent the Trust or each a REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereundera REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereundera REMIC, and otherwise act on behalf of the Trust or each a REMIC created hereunder therein in relation to any tax matter involving the Trust or each the REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Residual Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by or treated as held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee ContiFunding Corporation or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The . Each of the Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC "REMIC" status for any REMIC created hereundera REMIC, (ii) not to engage in any “"prohibited transaction”, ," as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is are aware of any such proposed action by the Servicer. (c) . Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) . Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of . Neither the Depositor, either of the Sellers or nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) . Notwithstanding the foregoing clauses (d) and (e), neither the Trustee or nor either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that unless the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer and the Trustee to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any REMIC created hereundera REMIC; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In . The Servicer and Tax Matters Person agree to indemnify the event that Trust for any tax is imposed on “prohibited transactions” of the Trust created hereunder or a REMIC as defined in Section 860F(a)(2) a result of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwisetheir negligence.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase BankNorwest Bank Minnesota, National Association, Association or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided PROVIDED that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any either REMIC created hereunder, except as provided under this Agreement; (v) represent represent, the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and the Trustee shall constitute Trustee Reimbursable Expenses, be entitled to reimbursement therefor as provided in Section 7.03(b)(iii)(G) unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The SellersSeller, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC status for any either REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers Seller is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of the Depositor, the Sellers Seller or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers Seller may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any either REMIC created hereunder; providedPROVIDED, howeverHOWEVER, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that each REMIC created hereunder shall constitute, and that the affairs of each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase BankBank One, National Association, or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each REMIC created hereunder using a calendar year as the taxable year for such REMIC; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each REMIC created hereunder, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s 's expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each REMIC created hereunder, including Schedule Q to Form 1066, as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing 132 authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any either REMIC created hereunderhereunde, except as provided under this Agreement; (v) represent represent, the Trust or each REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each REMIC created hereunder, and otherwise act on behalf of the Trust or each REMIC created hereunder in relation to any tax matter involving the Trust or each REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s 's willful misfeasance, bad faith or negligence); (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferor of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC status for any either REMIC created hereunder, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is aware of any such proposed action by the Servicer. (c) Each REMIC created hereunder shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof).. 133 (e) None of the Depositor, either of the Sellers or the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), the Trustee or either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that the Trustee shall have received an Opinion of Counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any either REMIC created hereunder; providedPROVIDED, howeverHOWEVER, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “"prohibited transactions” " of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “"net income from foreclosure property” " of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day Date therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.

REMIC Status. (a) The parties hereto intend that the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall constitute, and that the affairs of the Lower-Tier REMIC and the Upper-Tier REMIC shall each REMIC created hereunder shall be conducted so as to qualify it as a REMIC in accordance with the REMIC Provisions. In furtherance of such intention, JPMorgan Chase Bank, National Association, ContiFunding Corporation or such other person designated pursuant to Section 11.18 hereof shall act as agent for the Trust and as Tax Matters Person "tax matters person" (as defined in the REMIC Provisions) for the Trust and that in such capacity it shall: (i) prepare or cause to be prepared and filed, at its own expense, in a timely manner, annual tax returns and any other tax return required to be filed by each the Lower-Tier REMIC created and the Upper-Tier REMIC established hereunder using a calendar year as the taxable year for such REMICthe Lower-Tier REMIC and the Upper-Tier REMIC established hereunder; (ii) in the related first such tax return, make (or cause to be made) an election satisfying the requirements of the REMIC Provisions, on behalf of each the Lower-Tier REMIC created hereunderand the Upper-Tier REMIC, for it to be treated as a REMIC; (iii) at the Tax Matters Person’s expense, prepare and forward, or cause to be prepared and forwarded, to the Owners all information, reports or tax returns required with respect to each the Lower-Tier REMIC created hereunder, including Schedule Q to Form 1066, and the Upper-Tier REMIC as, when and in the form required to be provided to the Owners, and to the Internal Revenue Service and any other relevant governmental taxing authority in accordance with the REMIC Provisions and any other applicable federal, state or local laws, including without limitation information reports relating to “"original issue discount” " as defined in the Code based upon the prepayment assumption and calculated by using the “"Issue Price” " (within the meaning of Section 1273 of the Code) of the Certificates of the related Class; provided that the tax return filed on Schedule Q to Form 1066 shall be prepared and forwarded to the Owners of the Class R Certificates no later than 50 days after the end of the period to which such tax return was due; (iv) not take any action or omit to take any action that would cause the termination of the REMIC status of any either the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, except as provided under this Agreement; (v) represent the Trust of the Lower-Tier REMIC or each the Upper-Tier REMIC created hereunder in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to a taxable year of the Trust or each the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the Trust or each the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, and otherwise act on behalf of the Trust or each any REMIC created hereunder therein in relation to any tax matter involving the Trust or each any REMIC created hereunder (the legal expenses and costs of any such action described in this subsection (v) and any liability resulting therefrom shall constitute expenses of the Trust and shall constitute Trustee Reimbursable Expenses, unless such legal expenses and costs are incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence)therein; (vi) comply with all statutory or regulatory requirements with regard to its conduct of activities pursuant to the foregoing clauses of this Section 11.16, including, without limitation, providing all notices and other information to the Internal Revenue Service and Owners of Class R Certificates required of a “"tax matters person” " pursuant to subtitle F of the Code and the Treasury Regulations thereunder; (vii) make available information necessary for the computation of any tax imposed (A) on transfer transferors of residual interests to certain Disqualified Organizations or (B) on pass-through entities, any interest in which is held by a Disqualified Organization; and (viii) acquire and hold the Tax Matters Person Residual Interest. The obligations of the Trustee ContiFunding Corporation or such other designated Tax Matters Person pursuant to this Section 11.16 shall survive the termination or discharge of this Agreement. (b) The Each of the Sellers, the Depositor, the Trustee and the Servicer covenant and agree for the benefit of the Owners and the Certificate Insurer (i) to take no action which would result in the termination of REMIC "REMIC" status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC, (ii) not to engage in any “"prohibited transaction”", as such term is defined in Section 860F(a)(2) of the Code, (iii) not to engage in any other action which may result in the imposition on the Trust of any other taxes under the Code and (iv) to cause the Servicer not to take or engage in any such action, to the extent that either of the Sellers is are aware of any such proposed action by the Servicer. (c) Each The Lower-Tier REMIC created hereunder and the Upper-Tier REMIC shall, for federal income tax purposes, maintain books on a calendar year basis and report income on an accrual basis. (d) Except as otherwise permitted by Section 7.05(b), no Eligible Investment shall be sold prior to its stated maturity (unless sold pursuant to a plan of liquidation in accordance with Article IX hereof). (e) None of Neither the Depositor, either of the Sellers or nor the Trustee shall enter into any arrangement by which the Trustee will receive a fee or other compensation for services rendered pursuant to this Agreement, other than as expressly contemplated by this Agreement. (f) Notwithstanding the foregoing clauses (d) and (e), neither the Trustee or nor either of the Sellers may engage in any of the transactions prohibited by such clauses, provided that unless the Trustee shall have received an Opinion opinion of Counsel counsel experienced in federal income tax matters acceptable to the Certificate Insurer to the effect that such transaction does not result in a tax imposed on the Trust Trustee or cause a termination of REMIC status for any the Lower-Tier REMIC created hereunderor the Upper-Tier REMIC; provided, however, that such transaction is otherwise permitted under this Agreement. (g) In the event that any tax is imposed on “prohibited transactions” of the Trust created hereunder as defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of the Trust as defined in Section 860G(c) of the Code, on any contributions to the Trust after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee if such tax arises out of or results from the willful misfeasance, bad faith or negligence in performance by the Trustee of any of its obligations under Article X, or (ii) to the Servicer if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article VIII or otherwise.