Common use of Tax Administration Clause in Contracts

Tax Administration. (1) An election will be made by the Trustee on behalf of the Trust Fund to treat the assets of the Trust Fund, excluding the Spread Account and the rights of the Class A Certificates to receive payments from the Spread Account in respect of their related LIBOR Interest Carryovers, as a REMIC under the Code (the "Trust REMIC"). Such election will be made on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The Trust will issue the Class A Certificates, which will represent beneficial interests in, and the Class X Certificates, which will represent the "regular interests" in, the Trust REMIC, and the Class R Certificates, which will be the sole class of "residual interests" in the Trust REMIC. The regular interests in the Trust REMIC represented by the Class A-1F Certificates and the Class A-1A Certificates shall bear interest at the Class A-1F Pass-Through Rate and the Class A-1A Pass- Through Rate, respectively. The Owner of the Class R Certificates, representing at any time the largest Percentage Interest in such Class shall be the Tax Matters Person with respect to the Trust REMIC. Each holder of a Class R Certificate, as a condition of ownership thereof, irrevocably appoints the Trustee to act as its agent and attorney-in-fact to perform all duties of the Tax Matters Person. The "latest possible maturity date" within the meaning of Treasury Regulation Section 1.860G-1(a)(4) of the Class A Certificates and the Class X Certificates shall be the Final Scheduled Distribution Date. (2) The Closing Date is hereby designated as the "Startup Day" of the Trust REMIC within the meaning of Section 860G(a)(9) of the Code. (3) Except as provided in Section 12.05, the Trustee shall pay (and shall be entitled to reimbursement thereof by the Servicer or otherwise in accordance with the terms of this Agreement) the ordinary and usual expenses in connection with the preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its administration of its tax-related duties under this Agreement, but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties under this Agreement, including without limitation any expenses, costs or liabilities associated with audits, required independent opinions regarding tax methodology and related matters or any administrative or judicial proceedings with respect to the Trust REMIC that involve the Internal Revenue Service or state tax authorities, shall be expenses of the Trust Fund. (4) The Trustee shall prepare and file all of the Trust REMIC's federal and state income or franchise tax and information returns. Except as provided in Section 12.05, the expenses of preparing and filing such returns shall be borne by the Trustee. The Servicer and the Depositors shall provide on a timely basis to the Trustee or its designee such information with respect to the Trust REMIC as is in their possession, which the Servicer or the Depositors has or have received or prepared by virtue of its activities as Servicer or Depositors hereunder and reasonably requested by the Trustee to enable it to perform its obligations under this subsection, and the Trustee shall be entitled to rely on such information in the performance of its obligations hereunder. (5) The Trustee shall perform on behalf of the Trust Fund and the Trust REMIC all tax reporting duties and other tax compliance duties that are the responsibility of the Trust REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, the Trustee shall provide (i) to the Internal Revenue Service or other Persons (including, but not limited to, the transferor of any Residual Certificate to a Disqualified Organization or to an agent that has acquired any Residual Certificate on behalf of a Disqualified Organization) such information as is necessary for the application of any tax relating to the transfer of any Residual Certificate to any Disqualified Organization pursuant to Section 860E(e) of the Code and the Treasury Regulations thereunder and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. Each of the Depositors and the Servicer shall provide on a timely basis (and in no event later than 30 days after the Trustee's request) to the Trustee or its designee such information with respect to the Trust REMIC as is in its possession and reasonably requested in writing by the Trustee to enable it to perform its obligations under this subsection. (6) [Reserved] (7) The Trustee and the Servicer shall perform their obligations under this Agreement and the REMIC Provisions in a manner consistent with the status of the Trust REMIC as a REMIC or, as appropriate, shall adopt a plan of complete liquidation. (8) The Trustee and the Servicer shall not take any action or cause the Trust REMIC to take any action, within their respective control and the scope of their specific respective duties under this Agreement that, under the REMIC Provisions, could (i) endanger the status of the Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon the Trust REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions as defined in Code Section 860G(d)) unless the Trustee has received a Nondisqualification Opinion (at the expense of the party seeking to take such action) with respect to such action. (9) To the extent not paid pursuant to paragraph (d) of this Section 2.07, each Holder of any Residual Certificate shall pay when due its pro rata share of any and all federal, state and local taxes imposed on the applicable Trust REMIC or its assets or transactions, including, without limitation, "prohibited transaction" taxes, as defined in Section 860F of the Code, any tax on contributions imposed by Section 860G(d) of the Code, and any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code. To the extent that such Trust REMIC taxes are not paid by the applicable Residual Certificateholders, the Trustee shall pay any remaining Trust REMIC taxes out of current or future amounts otherwise distributable to the Holders of any Residual Certificates. (10) The Trustee shall, for federal income tax purposes, maintain books and records with respect to the Trust REMIC on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein, all amounts collected on the Mortgage Loans shall, for federal income tax purposes, be allocated first to interest due and payable on the Mortgage Loans (including interest on overdue interest) (other than additional interest at a penalty rate payable following a default). The books and records must be sufficient concerning the nature and amount of the Trust REMIC's investments to show that the Trust REMIC has complied with the REMIC Provisions. (11) Neither the Trustee nor the Servicer shall enter into any arrangement by which the Trust REMIC will receive a fee or other compensation for services. (12) In order to enable the Trustee to perform its duties as set forth herein, the Depositors shall provide, or cause to be provided, to the Trustee within 10 days after the Closing Date all information or data that the Trustee reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates, including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows of the Class A Certificates, the Class X Certificates and the Residual Certificates, as applicable, and the projected cash flows on the Mortgage Loans. Thereafter, the Depositors shall provide to the Trustee, promptly upon request therefor, any such additional information or data that the Trustee may, from time to time, reasonably request in order to enable the Trustee to perform its duties as set forth herein. The Trustee is hereby directed to use any and all such information or data provided by the Depositors in the preparation of all federal and state income or franchise tax and information returns and reports for the Trust REMIC to Certificateholders as required herein. The Depositors hereby indemnify the Trustee for any losses, liabilities, damages, claims or expenses of the Trustee arising from any errors or miscalculations of the Trustee pursuant to this Section that result from any failure of the Depositors to provide, or to cause to be provided, accurate information or data to the Trustee (but not resulting from the methodology employed by the Trustee) on a timely basis and such indemnifications shall survive the termination of this Agreement. (13) The Servicer shall prepare and file with the Internal Revenue Service, on behalf of the Trust REMIC, an application for a taxpayer identification number for the Trust REMIC on IRS Form SS-4. The Trustee, upon receipt from the Internal Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall promptly forward a copy of such notice to the Depositors. The Trustee shall prepare and file Form 8811 on behalf of the Trust REMIC and shall designate from time to time an appropriate Person to respond to inquiries by or on behalf of Certificateholders for original issue discount and related information in accordance with applicable provisions of the Code. The Trustee agrees that all such information or data so obtained by it are to be regarded as confidential information and agrees that it shall use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositors, any or all of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without the prior written consent of the Depositors, unless such information is generally available to the public (other than as a result of a breach of this Section) or is required by law or applicable regulations to be disclosed.

Tax Administration. (1a) An election will be made by the The Trustee on behalf of the Trust Fund to treat the assets of the Trust Fund, excluding the Spread Account and the rights of the Class A Certificates to receive payments from the Spread Account in respect of their related LIBOR Interest Carryovers, as shall make a REMIC election as set forth in the Preliminary Statement under the Code (the "Trust REMIC")and, if necessary, under applicable state law. Such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The Trust will issue the Class A Certificates, which will represent beneficial regular interests in, and the Class X Certificates, which will represent residual interest in the REMIC shall be as designated in the Preliminary Statement. The Trustee shall not permit the creation of any "regular interests" in, the Trust REMIC, and the Class R Certificates, which will be the sole class of "residual interests" in the Trust REMIC. The regular interests in the Trust REMIC represented by the Class A-1F Certificates and the Class A-1A Certificates shall bear interest at the Class A-1F Pass-Through Rate and the Class A-1A Pass- Through Rate, respectively. The Owner of the Class R Certificates, representing at any time the largest Percentage Interest in such Class shall be the Tax Matters Person with respect to the Trust REMIC. Each holder of a Class R Certificate, as a condition of ownership thereof, irrevocably appoints the Trustee to act as its agent and attorney-in-fact to perform all duties of the Tax Matters Person. The "latest possible maturity date" Fund (within the meaning of Treasury Regulation Section 1.860G-1(a)(4) 860G of the Class A Certificates and Code) other than the Class X Certificates shall be interests designated in the Final Scheduled Distribution DatePreliminary Statement. (2b) The Closing Date is hereby designated as the "Startup Day" of the Trust REMIC Fund within the meaning of Section 860G(a)(9) of the Code. (3c) Except as provided in Section 12.05, the The Trustee shall pay be reimbursed for any and all expenses relating to any tax audit of the Trust Fund created hereunder (and shall be entitled to reimbursement thereof by the Servicer or otherwise in accordance with the terms of this Agreement) the ordinary and usual expenses in connection with the preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its administration of its tax-related duties under this Agreementincluding, but extraordinary or unusual expensesnot limited to, costs or liabilities incurred in connection with its tax-related duties under this Agreement, including without limitation any expenses, costs or liabilities associated with audits, required independent opinions regarding tax methodology and related matters professional fees or any administrative or judicial proceedings with respect to the Trust REMIC Fund that involve the Internal Revenue Service or state tax authorities) including the expense of obtaining any tax-related Opinion of Counsel, except as specified herein. The Trustee's right of reimbursement shall not apply to expenses incurred as a result of a breach of the Trustee's covenants set forth in this Article XI. The Trustee, as agent for the tax matters person of the Trust Fund created hereunder, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving the Trust Fund and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The holder of the largest Percentage Interest of the Residual Certificates shall be expenses designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-I, as the tax matters person of the Trust Fund. By their acceptance thereof, the holder of the largest Percentage Interest of the Residual Certificates hereby agrees to irrevocably appoint the Trustee or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund created hereunder. (4d) The Trustee shall prepare prepare, sign and file all of the Tax Returns in respect of the Trust REMIC's federal and state income or franchise tax and information returnsFund. Except as provided in Section 12.05, the The expenses of preparing and filing such returns shall be borne by the TrusteeTrustee without any right of reimbursement therefor. The Master Servicer and the Depositors shall provide on a timely basis to the Trustee or its designee such information with respect to the assets of the Trust REMIC Fund as is in their possession, which the Servicer or the Depositors has or have received or prepared by virtue of its activities as Servicer or Depositors hereunder possession and reasonably requested required by the Trustee to enable it to perform its obligations under this subsection, and the Trustee shall be entitled to rely on such information in the performance of its obligations hereunderArticle. (5e) The Trustee shall perform on behalf of the Trust Fund and the Trust REMIC all tax reporting duties and other tax compliance duties that are the responsibility of the Trust REMIC under the Code, the REMIC Provisions, Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, as required by the Code, the REMIC Provisions or other such compliance guidance, the Trustee shall provide (i) to the Internal Revenue Service or other Persons (including, but not limited to, the transferor any Transferor of any a Residual Certificate to a Disqualified Organization or to an agent that has acquired any Residual Certificate on behalf of a Disqualified Organization) such information as is necessary for the application of any tax relating to the transfer of any a Residual Certificate to any Disqualified Organization pursuant to Section 860E(e) of the Code and the Treasury Regulations thereunder and Person who is not a Permitted Transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions. Each Provisions including reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the Depositors and person who will serve as the representative of the Trust Fund created hereunder. The Master Servicer shall provide on a timely basis (and in no event later than 30 days after the Trustee's request) to the Trustee or its designee such information with respect to the assets of the Trust REMIC Fund, including, without limitation, the Mortgage Loans, as is in its possession and reasonably requested in writing required by the Trustee to enable it to perform its obligations under this subsection. In addition, the Depositor shall provide or cause to be provided to the Trustee, within ten (10) days after the Closing Date, all information or data that the Trustee reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates. (6) [Reserved] (7f) The Trustee shall take such action and shall cause the Servicer Trust Fund created hereunder to take such action as shall perform their obligations be necessary to create or maintain the status thereof as a REMIC under this Agreement and the REMIC Provisions in a manner consistent with (and the status of Master Servicer shall assist it, to the Trust REMIC as a REMIC or, as appropriate, shall adopt a plan of complete liquidation. (8) extent reasonably requested by it). The Trustee and the Servicer shall not take any action or action, cause the Trust REMIC Fund created hereunder to take any action, within their respective control and the scope of their specific respective duties under this Agreement action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the Trust REMIC Fund as a REMIC or (ii) result in the imposition of a tax upon the Trust REMIC Fund created hereunder (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) of the Code and the tax on prohibited contributions as defined to a REMIC set forth in Code Section 860G(d)) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee has received a Nondisqualification an Opinion of Counsel, addressed to the Trustee (at the expense of the party seeking to take such actionaction but in no event at the expense of the Trustee) acceptable to the Certificate Insurer to the effect that the contemplated action will not, with respect to the Trust Fund created hereunder, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer take or fail to take any action (whether or not authorized hereunder) as to which the Trustee has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. (9) To . In addition, prior to taking any action with respect to the extent Trust Fund or the assets of the Trust Fund, or causing the Trust Fund to take any action, which is not paid pursuant to paragraph (d) expressly permitted under the terms of this Section 2.07Agreement, each Holder of any Residual Certificate shall pay when due its pro rata share of any and all federal, state and local taxes imposed on the applicable Trust REMIC Master Servicer will consult with the Trustee or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the Trust Fund created hereunder, and the Master Servicer shall not take any such action or cause the Trust Fund to take any such action as to which the Trustee has advised it in writing that an Adverse REMIC Event could occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee. At all times as may be required by the Code, the Trustee will ensure that substantially all of the assets or transactions, including, without limitation, of the Trust Fund created hereunder will consist of "prohibited transactionqualified mortgages" taxes, as defined in Section 860F 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code, . (g) In the event that any tax is imposed on contributions imposed by "prohibited transactions" of the Trust Fund created hereunder as defined in Section 860G(d860F(a)(2) of the Code, and any tax on the "net income from foreclosure property" of the Trust Fund as defined in Section 860G(c) of the Code. To , on any contributions to the extent that Trust Fund 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 Trust REMIC taxes are tax shall be charged (i) to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article XI, (ii) to the Master Servicer pursuant to Section 11.03 hereof, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Article XI, or otherwise, and (iii) if clauses (i) and (ii) do not apply, against amounts on deposit in the Distribution Account and shall be paid by the applicable Residual Certificateholderswithdrawal therefrom. (h) On or before April 15 of each calendar year, commencing April 15, 2000, the Trustee shall pay any remaining Trust REMIC taxes out of current or future amounts otherwise distributable deliver to the Holders of any Residual CertificatesMaster Servicer, the Certificate Insurer and each Rating Agency an Officers' Certificate stating the Trustee's compliance with this Article XI. (10i) The Trustee and the Master Servicer shall, for federal income tax purposes, maintain books and records with respect to the Trust REMIC Fund on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein, all amounts collected on the Mortgage Loans shall, for federal income tax purposes, be allocated first to interest due and payable on the Mortgage Loans (including interest on overdue interest) (other than additional interest at a penalty rate payable following a default). The books and records must be sufficient concerning the nature and amount of the Trust REMIC's investments to show that the Trust REMIC has complied with the REMIC Provisions. (11j) Following the Startup Day, the Trustee shall not accept any contributions of assets to Trust Fund other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel acceptable to the Certificate Insurer to the effect that the inclusion of such assets in such Trust Fund will not cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject the Trust Fund to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (k) Neither the Trustee nor the Master Servicer shall enter into any arrangement by which the Trust REMIC Fund will receive a fee or other compensation for services. (12services nor permit the Trust Fund to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) In order to enable the Trustee to perform its duties as set forth herein, the Depositors shall provide, or cause to be provided, to the Trustee within 10 days after the Closing Date all information or data that the Trustee reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates, including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows of the Class A Certificates, the Class X Certificates and the Residual Certificates, Code or "permitted investments" as applicable, and the projected cash flows on the Mortgage Loans. Thereafter, the Depositors shall provide to the Trustee, promptly upon request therefor, any such additional information or data that the Trustee may, from time to time, reasonably request defined in order to enable the Trustee to perform its duties as set forth herein. The Trustee is hereby directed to use any and all such information or data provided by the Depositors in the preparation of all federal and state income or franchise tax and information returns and reports for the Trust REMIC to Certificateholders as required herein. The Depositors hereby indemnify the Trustee for any losses, liabilities, damages, claims or expenses of the Trustee arising from any errors or miscalculations of the Trustee pursuant to this Section that result from any failure of the Depositors to provide, or to cause to be provided, accurate information or data to the Trustee (but not resulting from the methodology employed by the Trustee860G(a)(5) on a timely basis and such indemnifications shall survive the termination of this Agreement. (13) The Servicer shall prepare and file with the Internal Revenue Service, on behalf of the Trust REMIC, an application for a taxpayer identification number for the Trust REMIC on IRS Form SS-4. The Trustee, upon receipt from the Internal Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall promptly forward a copy of such notice to the Depositors. The Trustee shall prepare and file Form 8811 on behalf of the Trust REMIC and shall designate from time to time an appropriate Person to respond to inquiries by or on behalf of Certificateholders for original issue discount and related information in accordance with applicable provisions of the Code. The Trustee agrees that all such information or data so obtained by it are to be regarded as confidential information and agrees that it shall use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositors, any or all of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without the prior written consent of the Depositors, unless such information is generally available to the public (other than as a result of a breach of this Section) or is required by law or applicable regulations to be disclosed.

Tax Administration. (1a) An election will The Trustee shall make or cause to be made by the Trustee on behalf elections to treat each of the Trust Fund to treat the assets of the Trust Fund, excluding the Spread Account Lower-Tier REMIC and the rights of the Class A Certificates to receive payments from the Spread Account in respect of their related LIBOR Interest Carryovers, Upper-Tier REMIC as a REMIC under the Code (the "Trust REMIC")and, if necessary, under State Tax Laws. Such Each such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued, which in each case shall be signed by the Trustee. The Trust will issue the Class A Certificates, which will represent beneficial interests in, and the Class X Certificates, which will represent Trustee shall designate the "regular interests" in, the Trust REMIC, and the Class R Certificates, which will be the sole class of "residual interests" in the Trust REMIC. The regular interests in the Trust REMIC represented by the Class A-1F Certificates and the Class A-1A Certificates shall bear interest at the Class A-1F Pass-Through Rate and the Class A-1A Pass- Through Rate, respectively. The Owner of the Class R Certificates, representing at any time the largest Percentage Interest in such Class shall be the Tax Matters Person with respect to the Trust REMIC. Each holder of a Class R Certificate, as a condition of ownership thereof, irrevocably appoints the Trustee to act as its agent and attorney-in-fact to perform all duties of the Tax Matters Person. The "latest possible maturity date," within the meaning of Treasury Regulation Section 1.860G-1(a)(4) the REMIC Provisions, in each REMIC as set forth in the Preliminary Statement hereto. To the extent the affairs of the Class A Certificates Trust Fund are within their control, the Master Servicer, the Special Servicer and the Class X Certificates Trustee shall be not permit the Final Scheduled Distribution Datecreation of any "interests" (within the meaning of Section 860G of the Code) in either Trust REMIC other than the foregoing interests. (2b) The Closing Date is hereby designated as the "Startup Day" of Day for the Trust Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. (3c) Except [Reserved.] (d) The Holder of the largest Percentage Interest of the Class LR Certificates is hereby designated, and by the acceptance of its Class LR Certificate agrees to act, as provided in Section 12.05Tax Matters Person for the Lower-Tier REMIC. The Holder of the largest Percentage Interest of the Class R Certificates is hereby designated, and by the acceptance of its Class R Certificate agrees to act, as Tax Matters Person for the Upper-Tier REMIC. The Trustee shall pay (is hereby designated as the agent of the Tax Matters Person of the Lower-Tier REMIC and the Upper-Tier REMIC and shall be entitled to reimbursement thereof by perform all the Servicer or otherwise in accordance with functions thereof, and the terms of this Agreement) the ordinary and usual expenses in connection with the preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its administration of its tax-related duties under this Agreement, but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties under this Agreement, including without limitation any expenses, costs or liabilities associated with audits, required independent opinions regarding tax methodology and related matters or any administrative or judicial proceedings with respect to the Trust REMIC that involve the Internal Revenue Service or state tax authorities, shall be expenses Holders of the Trust FundClass LR and Class R Certificates, by their acceptance of such Certificates, agree to such designation. (4e) The Trustee shall prepare and file or cause to be prepared all of the Tax Returns that it reasonably determines are required with respect to each Trust REMIC's federal REMIC created hereunder and state income shall sign and file or franchise tax and information returnscause to be filed such Tax Returns in a timely manner. Except as provided in Section 12.05, the The expenses of preparing and filing such returns shall be borne by the Trustee. The Servicer and the Depositors shall provide on a timely basis to the Trustee or its designee such information with respect to the Trust REMIC as is in their possession, which the Servicer or the Depositors has or have received or prepared by virtue without any right of its activities as Servicer or Depositors hereunder and reasonably requested by the Trustee to enable it to perform its obligations under this subsection, and the Trustee shall be entitled to rely on such information in the performance of its obligations hereunderreimbursement therefor. (5f) The Trustee shall perform on behalf of the Trust Fund and the Trust REMIC all tax reporting duties and other tax compliance duties that are the responsibility of the Trust REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, the Trustee shall provide (i) to the Internal Revenue Service or other Persons (including, but not limited to, the transferor of upon request by any Residual Certificate to a Disqualified Organization or to an agent that has acquired any Residual Certificate on behalf Transferor of a Disqualified Organization) Class LR or Class R Certificate, such information to such Transferor and the IRS as is (x) reasonably necessary for the application of any tax relating to the transfer of any Residual a Class LR or Class R Certificate to any Person who is a Disqualified Organization pursuant or (y) otherwise required to Section 860E(e) of the Code and the be provided by Treasury Regulations thereunder Section 1.860E-2 (and in the time and manner required to be provided to such person under such Regulations), (ii) to the Certificateholders such information or reports as are required by the Code Code, the REMIC Provisions or REMIC Provisions. Each State Tax Laws including reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the Depositors person who will serve as the representative of each of the Trust REMICs. (g) The Trustee shall take such actions and shall cause the Servicer shall provide on a timely basis (and in no event later than 30 days after Trust Fund to take such actions as are reasonably within the Trustee's request) to the Trustee or its designee such information with respect to the Trust REMIC as is in its possession and reasonably requested in writing by the Trustee to enable it to perform its obligations under this subsection. (6) [Reserved] (7) The Trustee control and the Servicer scope of its duties more specifically set forth herein as shall perform their obligations under this Agreement and the REMIC Provisions in a manner consistent with be necessary to maintain the status of the each Trust REMIC as a REMIC or, as appropriate, shall adopt a plan of complete liquidation. under the REMIC Provisions (8) The Trustee and the Master Servicer and Special Servicer shall not assist the Trustee, to the extent reasonably requested by the Trustee to do so). None of the Master Servicer, the Special Servicer or the Trustee shall knowingly or intentionally take any action, cause the Trust Fund to take any action or cause the Trust REMIC fail to take (or fail to cause to be taken) any action, action reasonably within their respective its control and the scope of their specific respective duties under this Agreement more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the cause either Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax under the REMIC Provisions upon the either Trust REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) of the Code and the tax on prohibited contributions as defined to a REMIC set forth in Code Section 860G(d)) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee has received a Nondisqualification such party receives an Opinion of Counsel (at the expense of the party seeking to take such actionaction or, if such party fails to pay such expense, and such party determines that taking such action is in the best interest of the Trust Fund and the Certificateholders, at the expense of the Trust Fund, but in no event at the expense of such party) to the effect that the contemplated action will not, with respect to either Trust REMIC, cause either Trust REMIC to fail to qualify as a REMIC or, unless such party (which is acceptable to the Trustee) determines that the monetary expense to either Trust REMIC is not material and in its sole discretion to indemnify (to the extent reasonably acceptable to the Trustee) the Trust Fund against such tax, result in the imposition of such a tax. Wherever in this Agreement a contemplated action may not be taken because the taking of such action might result in the imposition of a tax on the Trust Fund, or may be taken only pursuant to an Opinion of Counsel that such action would impose a tax on the Trust Fund, such action may nonetheless be taken so long as (x) the indemnity given in the preceding sentence with respect to any taxes that might be imposed on the Trust Fund has been given and (y) all other preconditions to the taking of such action have been satisfied. The Trustee shall not take any action (whether or not authorized hereunder) as to which the Master Servicer has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. (9) To . In addition, prior to taking any action with respect to the extent Trust Fund or its assets, or causing the Trust Fund to take any action, which is not paid pursuant to paragraph (d) expressly permitted under the terms of this Section 2.07Agreement, each Holder of the parties hereto will consult with the Trustee or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to either Trust REMIC, and such party shall not take any Residual Certificate shall pay when due its pro rata share of any and all federalsuch action, state and local taxes imposed on the applicable or cause either Trust REMIC or its assets or transactions, including, without limitation, "prohibited transaction" taxesto take any such action, as defined to which the Trustee has advised it in Section 860F writing that an Adverse REMIC Event could occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement. At all times as may be required by the Code, any tax on contributions imposed by Section 860G(d) the Trustee will, to the extent within its control and the scope of its duties as specifically set forth herein, maintain substantially all of the Code, and any tax on assets of the Trust Fund as "net income from foreclosure propertyqualified mortgages" as defined in Section 860G(c860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. To the extent that such Trust REMIC taxes are not paid by the applicable Residual Certificateholders, the Trustee shall pay any remaining Trust REMIC taxes out of current or future amounts otherwise distributable to the Holders of any Residual Certificates. (10) The Trustee shall, for federal income tax purposes, maintain books and records with respect to the Trust REMIC on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein, all amounts collected on the Mortgage Loans shall, for federal income tax purposes, be allocated first to interest due and payable on the Mortgage Loans (including interest on overdue interest) (other than additional interest at a penalty rate payable following a default). The books and records must be sufficient concerning the nature and amount of the Trust REMIC's investments to show that the Trust REMIC has complied with the REMIC Provisions. (11) Neither the Trustee nor the Servicer shall enter into any arrangement by which the Trust REMIC will receive a fee or other compensation for services. (12) In order to enable the Trustee to perform its duties as set forth herein, the Depositors shall provide, or cause to be provided, to the Trustee within 10 days after the Closing Date all information or data that the Trustee reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates, including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows of the Class A Certificates, the Class X Certificates and the Residual Certificates, as applicable, and the projected cash flows on the Mortgage Loans. Thereafter, the Depositors shall provide to the Trustee, promptly upon request therefor, any such additional information or data that the Trustee may, from time to time, reasonably request in order to enable the Trustee to perform its duties as set forth herein. The Trustee is hereby directed to use any and all such information or data provided by the Depositors in the preparation of all federal and state income or franchise tax and information returns and reports for the Trust REMIC to Certificateholders as required herein. The Depositors hereby indemnify the Trustee for any losses, liabilities, damages, claims or expenses of the Trustee arising from any errors or miscalculations of the Trustee pursuant to this Section that result from any failure of the Depositors to provide, or to cause to be provided, accurate information or data to the Trustee (but not resulting from the methodology employed by the Trustee) on a timely basis and such indemnifications shall survive the termination of this Agreement. (13) The Servicer shall prepare and file with the Internal Revenue Service, on behalf of the Trust REMIC, an application for a taxpayer identification number for the Trust REMIC on IRS Form SS-4. The Trustee, upon receipt from the Internal Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall promptly forward a copy of such notice to the Depositors. The Trustee shall prepare and file Form 8811 on behalf of the Trust REMIC and shall designate from time to time an appropriate Person to respond to inquiries by or on behalf of Certificateholders for original issue discount and related information in accordance with applicable provisions of the Code. The Trustee agrees that all such information or data so obtained by it are to be regarded as confidential information and agrees that it shall use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositors, any or all of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without the prior written consent of the Depositors, unless such information is generally available to the public (other than as a result of a breach of this Section) or is required by law or applicable regulations to be disclosed.

Tax Administration. (1a) An election will be made by The Depositor and the Trustee on behalf intend, and each Securityholder, by virtue of such Securityholder's purchase or other acquisition of Securities agrees, that for federal income tax purposes, the Trust Fund to treat Class A Notes represent debt secured by the assets of the Trust Fund, excluding . For purposes of preparing tax returns the Spread Account and the rights of Trustee shall treat the Class A Certificates to receive payments from the Spread Account in respect of their related LIBOR Interest Carryovers, Notes as a REMIC under the Code (the "Trust REMIC"). Such election will be made on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The Trust will issue the Class A Certificates, which will represent beneficial interests in, and the Class X Certificates, which will represent the "regular interests" in, the Trust REMIC, and the Class R Certificates, which will be the sole class of "residual interests" in the Trust REMIC. The regular interests in the Trust REMIC represented by the Class A-1F Certificates and the Class A-1A Certificates shall bear interest at the Class A-1F Pass-Through Rate and the Class A-1A Pass- Through Rate, respectively. The Owner of the Class R Certificates, representing at any time the largest Percentage Interest in such Class shall be the Tax Matters Person with respect to the Trust REMIC. Each holder of a Class R Certificate, as a condition of ownership thereof, irrevocably appoints the Trustee to act as its agent and attorney-in-fact to perform all duties of the Tax Matters Person. The "latest possible maturity date" within the meaning of Treasury Regulation Section 1.860G-1(a)(4) of the Class A Certificates and the Class X Certificates shall be the Final Scheduled Distribution Datedebt instruments. (2b) The Closing Date is hereby designated as the "Startup Day" of the Trust REMIC within the meaning of Section 860G(a)(9) of the Code. (3) Except as provided in Section 12.05, Depositor and the Trustee shall pay (intend, and shall be entitled to reimbursement thereof by the Servicer or otherwise in accordance with the terms of this Agreement) the ordinary and usual expenses in connection with the preparationeach Securityholder, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its administration of its tax-related duties under this Agreement, but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties under this Agreement, including without limitation any expenses, costs or liabilities associated with audits, required independent opinions regarding tax methodology and related matters or any administrative or judicial proceedings with respect to the Trust REMIC that involve the Internal Revenue Service or state tax authorities, shall be expenses of the Trust Fund. (4) The Trustee shall prepare and file all of the Trust REMIC's federal and state income or franchise tax and information returns. Except as provided in Section 12.05, the expenses of preparing and filing such returns shall be borne by the Trustee. The Servicer and the Depositors shall provide on a timely basis to the Trustee or its designee such information with respect to the Trust REMIC as is in their possession, which the Servicer or the Depositors has or have received or prepared by virtue of its activities as Servicer or Depositors hereunder and reasonably requested by the Trustee to enable it to perform its obligations under this subsection, and the Trustee shall be entitled to rely on such information in the performance of its obligations hereunder. (5) The Trustee shall perform on behalf of the Trust Fund and the Trust REMIC all tax reporting duties and other tax compliance duties that are the responsibility of the Trust REMIC under the Code, the REMIC Provisions, Securityholder's purchase or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other dutiesacquisition of Securities agrees, the Trustee shall provide (i) to the Internal Revenue Service or other Persons (including, but not limited to, the transferor of any Residual Certificate to a Disqualified Organization or to an agent that has acquired any Residual Certificate on behalf of a Disqualified Organization) such information as is necessary for the application of any tax relating to the transfer of any Residual Certificate to any Disqualified Organization pursuant to Section 860E(e) of the Code and the Treasury Regulations thereunder and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. Each of the Depositors and the Servicer shall provide on a timely basis (and in no event later than 30 days after the Trustee's request) to the Trustee or its designee such information with respect to the Trust REMIC as is in its possession and reasonably requested in writing by the Trustee to enable it to perform its obligations under this subsection. (6) [Reserved] (7) The Trustee and the Servicer shall perform their obligations under this Agreement and the REMIC Provisions in a manner consistent with the status of the Trust REMIC as a REMIC or, as appropriate, shall adopt a plan of complete liquidation. (8) The Trustee and the Servicer shall not take any action or cause the Trust REMIC to take any action, within their respective control and the scope of their specific respective duties under this Agreement that, under the REMIC Provisions, could (i) endanger the status of the Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon the Trust REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions as defined in Code Section 860G(d)) unless the Trustee has received a Nondisqualification Opinion (at the expense of the party seeking to take such action) with respect to such action. (9) To the extent not paid pursuant to paragraph (d) of this Section 2.07, each Holder of any Residual Certificate shall pay when due its pro rata share of any and all federal, state and local taxes imposed on the applicable Trust REMIC or its assets or transactions, including, without limitation, "prohibited transaction" taxes, as defined in Section 860F of the Code, any tax on contributions imposed by Section 860G(d) of the Code, and any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code. To the extent that such Trust REMIC taxes are not paid by the applicable Residual Certificateholders, the Trustee shall pay any remaining Trust REMIC taxes out of current or future amounts otherwise distributable to the Holders of any Residual Certificates. (10) The Trustee shall, for federal income tax purposes, maintain books the Class B Certificates represent the sole class of ownership interest in the Trust Fund. If at any time there is a single owner of 100% of the Class B Certificates, the arrangement created pursuant to this Agreement shall not be treated as an entity separate from the Holder of the Class B Certificates and records with respect all items of income, gain, deduction, loss, and credit against tax ("Tax Items") attributable to the Trust REMIC on arrangement created pursuant to this Agreement shall be treated as Tax Items of the Holder of the Class B Certificate. If at any time there is more than one holder of the Class B Certificates, then the arrangement created pursuant to this Agreement shall be treated as a calendar year partnership among the Class B Certificateholders and on an accrual basis. Notwithstanding anything each such Holder shall be allocated a proportionate share of the Tax Items attributable to the contrary contained hereinarrangement created pursuant to this agreement based on such Holder's Percentage Interest in the Class B Certificates. (c) If, all amounts collected on notwithstanding the Mortgage Loans shall, intended treatment of the Class A Notes as debt for federal income tax purposes, be allocated first to interest due and payable on the Mortgage Loans (including interest on overdue interest) (other than additional interest at a penalty rate payable following a default). The books and records must be sufficient concerning the nature and amount of the Trust REMIC's investments to show that the Trust REMIC has complied with the REMIC Provisions. (11) Neither the Trustee nor the Servicer shall enter into any arrangement by which the Trust REMIC will receive a fee or other compensation for services. (12) In order to enable the Trustee to perform its duties as set forth hereinin paragraph (a) above, the Depositors Internal Revenue Service were to successfully assert that the Class A Notes represent a second class of ownership interest in the Trust Fund and not debt secured by the Trust Fund, then the arrangement created pursuant to this Agreement shall providebe treated as a partnership between the Class A Securityholders and the Class B Certificateholders. Moreover, or cause in the case of such a recharacterization, the following rules shall apply: (i) Each Holder of a Class A Note shall be deemed to be provided, have an initial capital account balance equal to the Trustee within 10 days after the Closing Date all information or data that the Trustee reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates, including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows price of the Class A Certificates, the Class X Certificates and the Residual Certificates, Note as applicable, and the projected cash flows on the Mortgage Loansdetermined under Treas. Thereafter, the Depositors shall provide to the Trustee, promptly upon request therefor, any such additional information or data that the Trustee may, from time to time, reasonably request in order to enable the Trustee to perform its duties as set forth herein. The Trustee is hereby directed to use any and all such information or data provided by the Depositors in the preparation of all federal and state income or franchise tax and information returns and reports for the Trust REMIC to Certificateholders as required herein. The Depositors hereby indemnify the Trustee for any losses, liabilities, damages, claims or expenses of the Trustee arising from any errors or miscalculations of the Trustee pursuant to this Section that result from any failure of the Depositors to provide, or to cause to be provided, accurate information or data to the Trustee (but not resulting from the methodology employed by the Trustee) on a timely basis and such indemnifications shall survive the termination of this AgreementReg. (13a) The Servicer shall prepare as though the Class A Note were a debt instrument, and file with the Internal Revenue Service, on behalf of the Trust REMIC, an application for a taxpayer identification number for the Trust REMIC on IRS Form SS-4. The Trustee, upon receipt from the Internal Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall promptly forward a copy of such notice to the Depositors. The Trustee shall prepare any interest accruals and file Form 8811 on behalf of the Trust REMIC and shall designate from time to time an appropriate Person to respond to inquiries by or on behalf of Certificateholders for original issue discount accruals on the Class A Notes shall be treated as allocations of partnership income to the Holder and related information such allocations shall increase such Holder's capital account. Any premium amortization on the Class A Note will be treated 126031 Bayview 2005-1 Trust Agreement as an allocation of partnership deductions or ordinary loss and shall decrease such Holder's capital account. Each Class A Securityholder's capital account shall be further reduced by any Realized Losses allocated to such Securities and for any payments made with respect to such Securities in reduction of the Class Principal Balance thereof. (ii) All Tax Items that are not allocated to the Class A Securityholders in the manner described above shall be allocated among the Class B Certificateholders in accordance with applicable provisions of their proportionate interests in the Code. The Trustee agrees that all such information or data so obtained by it are to be regarded as confidential information and agrees that it shall use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositors, any or all of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without the prior written consent of the Depositors, unless such information is generally available to the public (other than as a result of a breach of this Section) or is required by law or applicable regulations to be disclosedClass B Certificates.

Tax Administration. (1) An election will be made by the Trustee on behalf of the Trust Fund to treat the assets of the Trust Fund, excluding the Spread Account Account, the Yield Supplement Sub-Account, (which for the purpose of this Section 2.07 is understood to include amounts on deposit therein invested in Permitted Instruments and the proceeds of such investments), the Yield Supplement Agreement and the rights of the Class A A-1F Certificates and the Class A-1A Certificates to receive payments from the Spread Account in respect of their related Yield Supplement Carryovers and LIBOR Interest Carryovers, respectively, as a REMIC under the Code (the "Trust REMIC"). Such election will be made on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The Trust REMIC will issue the Class A Certificates, Certificates which will represent beneficial interests in, and the Class X Certificates, Certificates which will represent represent, the "regular interests" in, the Trust REMIC, and the Class R Certificates, which will be the sole class of "residual interests" in the Trust REMIC. The regular interests in the Trust REMIC represented by the Class A-1F Certificates and the Class A-1A Certificates shall bear interest at the Class A-1F Insured Pass-Through Rate and the Class A-1A Pass- Pass-Through Rate, respectively. The Owner of the Class R Certificates, representing at any time the largest Percentage Interest in such Class shall be the Tax Matters Person with respect to the Trust REMIC. Each holder of a Class R Certificate, as a condition of ownership thereof, irrevocably appoints the Trustee to act as its agent and attorney-in-fact to perform all duties of the Tax Matters Person. The "latest possible maturity date" within the meaning of Treasury Regulation Section 1.860G-1(a)(4) of the Class A Certificates and the Class X Certificates shall be the Final Scheduled Distribution Payment Date. (2) The Closing Date is hereby designated as the "Startup Day" of the Trust REMIC within the meaning of Section 860G(a)(9) of the Code. (3) Except as provided in Section 12.05, the Trustee shall pay (and shall be entitled to reimbursement thereof by the Servicer or otherwise in accordance with the terms of this Agreement) the ordinary and usual expenses in connection with the preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its administration of its tax-related duties under this Agreement, but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties under this Agreement, including without limitation any expenses, costs or liabilities associated with audits, required independent opinions regarding tax methodology and related matters or any administrative or judicial proceedings with respect to the Trust REMIC that involve the Internal Revenue Service or state tax authorities, shall be expenses of the Trust Fund. (4) The Trustee shall prepare and file all of the Trust REMIC's federal and state income or franchise tax and information returns. Except as provided in Section 12.05, the expenses of preparing and filing such returns shall be borne by the Trustee. The Servicer and the Depositors shall provide on a timely basis to the Trustee or its designee such information with respect to the Trust REMIC as is in their possession, which the Servicer or the Depositors has or have received or prepared by virtue of its activities as Servicer or Depositors hereunder and reasonably requested by the Trustee to enable it to perform its obligations under this subsection, and the Trustee shall be entitled to rely on such information in the performance of its obligations hereunder. (5) The Trustee shall perform on behalf of the Trust Fund and the Trust REMIC all tax reporting duties and other tax compliance duties that are the responsibility of the Trust REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, the Trustee shall provide (i) to the Internal Revenue Service or other Persons (including, but not limited to, the transferor of any Residual Certificate to a Disqualified Organization or to an agent that has acquired any Residual Certificate on behalf of a Disqualified Organization) such information as is necessary for the application of any tax relating to the transfer of any Residual Certificate to any Disqualified Organization pursuant to Section 860E(e) of the Code and the Treasury Regulations thereunder and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. Each of the Depositors and the Servicer shall provide on a timely basis (and in no event later than 30 days after the Trustee's request) to the Trustee or its designee such information with respect to the Trust REMIC as is in its possession and reasonably requested in writing by the Trustee to enable it to perform its obligations under this subsection. (6) [Reserved] (7) The Trustee and the Servicer shall perform their obligations under this Agreement and the REMIC Provisions in a manner consistent with the status of the Trust REMIC as a REMIC or, as appropriate, shall adopt a plan of complete liquidation. (8) The Trustee and the Servicer shall not take any action or cause the Trust REMIC to take any action, within their respective control and the scope of their specific respective duties under this Agreement that, under the REMIC Provisions, could (i) endanger the status of the Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon the Trust REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions as defined in Code Section 860G(d)) unless the Trustee has received a Nondisqualification Opinion (at the expense of the party seeking to take such action) with respect to such action. (9) To the extent not paid pursuant to paragraph (d) of this Section 2.07, each Holder of any Residual Certificate shall pay when due its pro rata share of any and all federal, state and local taxes imposed on the applicable Trust REMIC or its assets or transactions, including, without limitation, "prohibited transaction" taxes, as defined in Section 860F of the Code, any tax on contributions imposed by Section 860G(d) of the Code, and any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code. To the extent that such Trust REMIC taxes are not paid by the applicable Residual Certificateholders, the Trustee shall pay any remaining Trust REMIC taxes out of current or future amounts otherwise distributable to the Holders of any Residual Certificates. (10) The Trustee shall, for federal income tax purposes, maintain books and records with respect to the Trust REMIC on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein, all amounts collected on the Mortgage Loans shall, for federal income tax purposes, be allocated first to interest due and payable on the Mortgage Loans (including interest on overdue interest) (other than additional interest at a penalty rate payable following a default). The books and records must be sufficient concerning the nature and amount of the Trust REMIC's investments to show that the Trust REMIC has complied with the REMIC Provisions. (11) Neither the Trustee nor the Servicer shall enter into any arrangement by which the Trust REMIC will receive a fee or other compensation for services. (12) In order to enable the Trustee to perform its duties as set forth herein, the Depositors shall provide, or cause to be provided, to the Trustee within 10 days after the Closing Date all information or data that the Trustee reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates, including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows of the Class A Certificates, the Class X Certificates and the Residual Certificates, as applicable, and the projected cash flows on the Mortgage Loans. Thereafter, the Depositors shall provide to the Trustee, promptly upon request therefor, any such additional information or data that the Trustee may, from time to time, reasonably request in order to enable the Trustee to perform its duties as set forth herein. The Trustee is hereby directed to use any and all such information or data provided by the Depositors in the preparation of all federal and state income or franchise tax and information returns and reports for the Trust REMIC to Certificateholders as required herein. The Depositors hereby indemnify the Trustee for any losses, liabilities, damages, claims or expenses of the Trustee arising from any errors or miscalculations of the Trustee pursuant to this Section that result from any failure of the Depositors to provide, or to cause to be provided, accurate information or data to the Trustee (but not resulting from the methodology employed by the Trustee) on a timely basis and such indemnifications shall survive the termination of this Agreement. (13) The Servicer shall prepare and file with the Internal Revenue Service, on behalf of the Trust REMIC, an application for a taxpayer identification number for the Trust REMIC on IRS Form SS-4. The Trustee, upon receipt from the Internal Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall promptly forward a copy of such notice to the Depositors. The Trustee shall prepare and file Form 8811 on behalf of the Trust REMIC and shall designate from time to time an appropriate Person to respond to inquiries by or on behalf of Certificateholders for original issue discount and related information in accordance with applicable provisions of the Code. The Trustee agrees that all such information or data so obtained by it are to be regarded as confidential information and agrees that it shall use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositors, any or all of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without the prior written consent of the Depositors, unless such information is generally available to the public (other than as a result of a breach of this Section) or is required by law or applicable regulations to be disclosed.

Tax Administration. (1a) An election will The Trustee shall make or cause to be made by the Trustee on behalf elections to treat each of the Trust Fund to treat the assets of the Trust Fund, excluding the Spread Account Lower-Tier REMIC and the rights of the Class A Certificates to receive payments from the Spread Account in respect of their related LIBOR Interest Carryovers, Upper-Tier REMIC as a REMIC under the Code (the "Trust REMIC")and, if necessary, under State Tax Laws. Such Each such election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued, which in each case shall be signed by the Trustee. The Trust will issue the Class A Certificates, which will represent beneficial interests in, and the Class X Certificates, which will represent Trustee shall designate the "regular interests" in, the Trust REMIC, and the Class R Certificates, which will be the sole class of "residual interests" in the Trust REMIC. The regular interests in the Trust REMIC represented by the Class A-1F Certificates and the Class A-1A Certificates shall bear interest at the Class A-1F Pass-Through Rate and the Class A-1A Pass- Through Rate, respectively. The Owner of the Class R Certificates, representing at any time the largest Percentage Interest in such Class shall be the Tax Matters Person with respect to the Trust REMIC. Each holder of a Class R Certificate, as a condition of ownership thereof, irrevocably appoints the Trustee to act as its agent and attorney-in-fact to perform all duties of the Tax Matters Person. The "latest possible maturity date," within the meaning of Treasury Regulation Section 1.860G-1(a)(4) the REMIC Provisions, in each REMIC as set forth in the Preliminary Statement hereto. To the extent the affairs of the Class A Certificates Trust Fund are within their control, the Master Servicers, the Special Servicers and the Class X Certificates Trustee shall be not permit the Final Scheduled Distribution Datecreation of any "interests" (within the meaning of Section 860G of the Code) in either Trust REMIC other than the foregoing interests. (2b) The Closing Date is hereby designated as the "Startup Day" of Day for the Trust Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. (3c) Except [Reserved.] (d) The Holder of the largest Percentage Interest of the Class LR Certificates is hereby designated, and by the acceptance of its Class LR Certificate agrees to act, as provided in Section 12.05Tax Matters Person for the Lower-Tier REMIC. The Holder of the largest Percentage Interest of the Class R Certificates is hereby designated, and by the acceptance of its Class R Certificate agrees to act, as Tax Matters Person for the Upper-Tier REMIC. The Trustee shall pay (is hereby designated as the agent of the Tax Matters Person of the Lower-Tier REMIC and the Upper-Tier REMIC and shall be entitled to reimbursement thereof by perform all the Servicer or otherwise in accordance with functions thereof, and the terms of this Agreement) the ordinary and usual expenses in connection with the preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its administration of its tax-related duties under this Agreement, but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties under this Agreement, including without limitation any expenses, costs or liabilities associated with audits, required independent opinions regarding tax methodology and related matters or any administrative or judicial proceedings with respect to the Trust REMIC that involve the Internal Revenue Service or state tax authorities, shall be expenses Holders of the Trust FundClass LR and Class R Certificates, by their acceptance of such Certificates, agree to such designation. (4e) The Trustee shall prepare and file or cause to be prepared all of the Tax Returns that it reasonably determines are required with respect to each Trust REMIC's federal REMIC created hereunder and state income shall sign and file or franchise tax and information returnscause to be filed such Tax Returns in a timely manner. Except as provided in Section 12.05, the The expenses of preparing and filing such returns shall be borne by the Trustee. The Servicer and the Depositors shall provide on a timely basis to the Trustee or its designee such information with respect to the Trust REMIC as is in their possession, which the Servicer or the Depositors has or have received or prepared by virtue without any right of its activities as Servicer or Depositors hereunder and reasonably requested by the Trustee to enable it to perform its obligations under this subsection, and the Trustee shall be entitled to rely on such information in the performance of its obligations hereunderreimbursement therefor. (5f) The Trustee shall perform on behalf of the Trust Fund and the Trust REMIC all tax reporting duties and other tax compliance duties that are the responsibility of the Trust REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, the Trustee shall provide (i) to the Internal Revenue Service or other Persons (including, but not limited to, the transferor of upon request by any Residual Certificate to a Disqualified Organization or to an agent that has acquired any Residual Certificate on behalf Transferor of a Disqualified Organization) Class LR or Class R Certificate, such information to such Transferor and the IRS as is (x) reasonably necessary for the application of any tax relating to the transfer of any Residual a Class LR or Class R Certificate to any Person who is a Disqualified Organization pursuant or (y) otherwise required to Section 860E(e) of the Code and the be provided by Treasury Regulations thereunder Section 1.860E-2 (and in the time and manner required to be provided to such person under such Regulations), (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. Each of the Depositors and the Servicer shall provide on a timely basis (and in no event later than 30 days after the Trustee's request) to the Trustee or its designee such information with respect to the Trust REMIC as is in its possession and reasonably requested in writing by the Trustee to enable it to perform its obligations under this subsection. (6) [Reserved] (7) The Trustee and the Servicer shall perform their obligations under this Agreement and Code, the REMIC Provisions in a manner consistent with or State Tax Laws including reports relating to interest, original issue discount and market discount or premium (using the status of the Trust REMIC as a REMIC or, as appropriate, shall adopt a plan of complete liquidation. (8) The Trustee and the Servicer shall not take any action or cause the Trust REMIC to take any action, within their respective control and the scope of their specific respective duties under this Agreement that, under the REMIC Provisions, could (i) endanger the status of the Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon the Trust REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2Prepayment Assumption) and the tax on prohibited contributions as defined in Code Section 860G(d)(iii) unless the Trustee has received a Nondisqualification Opinion (at the expense of the party seeking to take such action) with respect to such action. (9) To the extent not paid pursuant to paragraph (d) of this Section 2.07, each Holder of any Residual Certificate shall pay when due its pro rata share of any and all federal, state and local taxes imposed on the applicable Trust REMIC or its assets or transactions, including, without limitation, "prohibited transaction" taxes, as defined in Section 860F of the Code, any tax on contributions imposed by Section 860G(d) of the Code, and any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code. To the extent that such Trust REMIC taxes are not paid by the applicable Residual Certificateholders, the Trustee shall pay any remaining Trust REMIC taxes out of current or future amounts otherwise distributable to the Holders of any Residual Certificates. (10) The Trustee shall, for federal income tax purposes, maintain books and records with respect to the Trust REMIC on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein, all amounts collected on the Mortgage Loans shall, for federal income tax purposes, be allocated first to interest due and payable on the Mortgage Loans (including interest on overdue interest) (other than additional interest at a penalty rate payable following a default). The books and records must be sufficient concerning the nature and amount of the Trust REMIC's investments to show that the Trust REMIC has complied with the REMIC Provisions. (11) Neither the Trustee nor the Servicer shall enter into any arrangement by which the Trust REMIC will receive a fee or other compensation for services. (12) In order to enable the Trustee to perform its duties as set forth herein, the Depositors shall provide, or cause to be provided, to the Trustee within 10 days after the Closing Date all information or data that the Trustee reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates, including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows of the Class A Certificates, the Class X Certificates and the Residual Certificates, as applicable, and the projected cash flows on the Mortgage Loans. Thereafter, the Depositors shall provide to the Trustee, promptly upon request therefor, any such additional information or data that the Trustee may, from time to time, reasonably request in order to enable the Trustee to perform its duties as set forth herein. The Trustee is hereby directed to use any and all such information or data provided by the Depositors in the preparation of all federal and state income or franchise tax and information returns and reports for the Trust REMIC to Certificateholders as required herein. The Depositors hereby indemnify the Trustee for any losses, liabilities, damages, claims or expenses of the Trustee arising from any errors or miscalculations of the Trustee pursuant to this Section that result from any failure of the Depositors to provide, or to cause to be provided, accurate information or data to the Trustee (but not resulting from the methodology employed by the Trustee) on a timely basis and such indemnifications shall survive the termination of this Agreement. (13) The Servicer shall prepare and file with the Internal Revenue Service, on behalf of the Trust REMIC, an application for a taxpayer identification number for the Trust REMIC on IRS Form SS-4. The Trustee, upon receipt from the Internal Revenue Service the name, title, address and telephone number of the Notice person who will serve as the representative of Taxpayer Identification Number Assigned, shall promptly forward a copy of such notice to the Depositors. The Trustee shall prepare and file Form 8811 on behalf each of the Trust REMIC and shall designate from time to time an appropriate Person to respond to inquiries by or on behalf of Certificateholders for original issue discount and related information in accordance with applicable provisions of the Code. The Trustee agrees that all such information or data so obtained by it are to be regarded as confidential information and agrees that it shall use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositors, any or all of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without the prior written consent of the Depositors, unless such information is generally available to the public (other than as a result of a breach of this Section) or is required by law or applicable regulations to be disclosedREMICs.

Tax Administration. (1) An election Elections will be made by the Trustee on behalf of the Trust Fund to treat the assets of the Trust Fund, excluding the Spread Account and the rights of the Class A Certificates to receive payments from the Spread Account in respect of their related LIBOR Interest Carryovers, as a REMIC two separate REMICs under the Code (the "Lower-Tier REMIC" and the "Upper-Tier REMIC," respectively, and each, a "Trust REMIC"). Such election elections will be made on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The assets of the Lower-Tier REMIC will consist of all of the assets constituting the Trust will issue Fund other than the assets of the Upper-Tier REMIC, the rights of the Class A Certificates to receive payments from the Spread Account in respect of their related Interest Carryovers and the Spread Account described in this paragraph. The Lower-Tier REMIC will issue classes of interests which will be the Lower-Tier Regular Interests (which will be uncertificated and will represent the "regular interests in the Lower-Tier REMIC) and the Class LR Certificates, which will represent beneficial interests in, be the sole class of "residual interests" in the Lower-Tier REMIC. The Trustee will hold the Lower-Tier Regular Interests in trust for the benefit of the Upper-Tier REMIC. The assets of the Upper-Tier REMIC will consist of the Lower-Tier Regular Interests and the Class X Certificates, Upper-Tier Distribution Account. The Upper-Tier REMIC will issue the Upper-Tier Regular Interests (which will represent the "regular interests" in, in the Trust REMIC, Upper-Tier REMIC represented by the Class A Certificates) and the Class X Interest (which will represent the "regular interest" in the Upper-Tier REMIC represented by the Class X Certificates) and the Class R Certificates, which will be the sole class of "residual interests" in the Trust Upper-Tier REMIC. The regular interests in the Trust REMIC represented by the Class A-1F Certificates and the Class A-1A Certificates shall bear interest at the Class A-1F Pass-Through Rate and the Class A-1A Pass- Through Rate, respectively. The Owner of the Class LR or Class R Certificates, respectively, representing at any time the largest Percentage Interest in such Class shall be the Tax Matters Person with respect to the Trust Lower-Tier REMIC and the Upper-Tier REMIC, as applicable. Each holder of a Class LR and Class R Certificate, as a condition of ownership thereof, irrevocably appoints the Trustee to act as its agent and attorney-in-in fact to perform all duties of the Tax Matters Person. The "latest possible maturity date" within the meaning of Treasury Regulation Section 1.860G-1(a)(4) of the Lower -Tier Regular Interests, the Class A Certificates and the Class X Certificates shall be the Final Scheduled Distribution Date. (2) The Closing Date is hereby designated as the "Startup Day" of the Trust Upper-Tier REMIC and the Lower-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. (3) Except as provided in Section SECTION 12.05, the Trustee shall pay (and shall be entitled to reimbursement thereof by the Servicer or otherwise in accordance with the terms of this Agreement) the ordinary and usual expenses in connection with the preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its administration of its tax-related duties under this Agreement, but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties under this Agreement, including without limitation any expenses, costs or liabilities associated with audits, required independent opinions regarding tax methodology and related matters or any administrative or judicial proceedings with respect to the each Trust REMIC that involve the Internal Revenue Service or state tax authorities, shall be expenses of the Trust Fund. (4) The Trustee shall prepare and file all of the Trust REMIC's REMICs' federal and state income or franchise tax and information returns. Except as provided in Section SECTION 12.05, the expenses of preparing and filing such returns shall be borne by the Trustee. The Servicer and the Depositors shall provide on a timely basis to the Trustee or its designee such information with respect to the each Trust REMIC as is in their possession, which the Servicer or the Depositors has or have received or prepared by virtue of its activities as Servicer or Depositors hereunder and reasonably requested by the Trustee to enable it to perform its obligations under this subsection, and the Trustee shall be entitled to rely on such information in the performance of its obligations hereunder. (5) The Trustee shall perform on behalf of the Trust Fund and the each Trust REMIC all tax reporting duties and other tax compliance duties that are the responsibility of the Trust a REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, the Trustee shall provide (i) to the Internal Revenue Service or other Persons (including, but not limited to, the transferor of any Residual Certificate to a Disqualified Organization or to an agent that has acquired any Residual Certificate on behalf of a Disqualified Organization) such information as is necessary for the application of any tax relating to the transfer of any Residual Certificate to any Disqualified Organization pursuant to Section 860E(e) of the Code and the Treasury Regulations thereunder and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. Each of the Depositors and the Servicer shall provide on a timely basis (and in no event later than 30 days after the Trustee's request) to the Trustee or its designee such information with respect to the each Trust REMIC as is in its possession and reasonably requested in writing by the Trustee to enable it to perform its obligations under this subsection. (6) [Reserved] (7) The Trustee and the Servicer shall perform their obligations under this Agreement and the REMIC Provisions in a manner consistent with the status of the each Trust REMIC as a REMIC or, as appropriate, shall adopt a plan of complete liquidation. (8) The Trustee and the Servicer shall not take any action or cause the either Trust REMIC to take any action, within their respective control and the scope of their specific respective duties under this Agreement that, under the REMIC Provisions, could (i) endanger the status of the either Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon the either Trust REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions as defined in Code Section 860G(d)) unless the Trustee has received a Nondisqualification Opinion (at the expense of the party seeking to take such action) with respect to such action. (9) To the extent not paid pursuant to paragraph (d) of this Section SECTION 2.07, each Holder of any Residual Certificate shall pay when due its pro rata share of any and all federal, state and local taxes imposed on the applicable Trust REMIC or its assets or transactions, including, without limitation, "prohibited transaction" taxes, as defined in Section 860F of the Code, any tax on contributions imposed by Section 860G(d) of the Code, and any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code. To the extent that such Trust REMIC taxes are not paid by the applicable Residual Certificateholders, the Trustee shall pay any remaining Trust REMIC taxes out of current or future amounts otherwise distributable to the Holders of any Residual CertificatesCertificates of the related Trust REMIC. (10) The Trustee shall, for federal income tax purposes, maintain books and records with respect to the each Trust REMIC on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein, all amounts collected on the Mortgage Loans shall, for federal income tax purposes, be allocated first to interest due and payable on the Mortgage Loans (including interest on overdue interest) (other than additional interest at a penalty rate payable following a default). The books and records must be sufficient concerning the nature and amount of the each Trust REMIC's investments to show that the each Trust REMIC has complied with the REMIC Provisions. (11) Neither the Trustee nor the Servicer shall enter into any arrangement by which the either Trust REMIC will receive a fee or other compensation for services. (12) In order to enable the Trustee to perform its duties as set forth herein, the Depositors shall provide, or cause to be provided, to the Trustee within 10 days after the Closing Date all information or data that the Trustee reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates, including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows of the Class A Certificates, the Class X Certificates and the Residual Certificates, as applicable, and the projected cash flows on the Mortgage Loans. Thereafter, the Depositors shall provide to the Trustee, promptly upon request therefor, any such additional information or data that the Trustee may, from time to time, reasonably request in order to enable the Trustee to perform its duties as set forth herein. The Trustee is hereby directed to use any and all such information or data provided by the Depositors in the preparation of all federal and state income or franchise tax and information returns and reports for the Trust REMIC REMICs to Certificateholders as required herein. The Depositors hereby indemnify the Trustee for any losses, liabilities, damages, claims or expenses of the Trustee arising from any errors or miscalculations of the Trustee pursuant to this Section that result from any failure of the Depositors to provide, or to cause to be provided, accurate information or data to the Trustee (but not resulting from the methodology employed by the Trustee) on a timely basis and such indemnifications shall survive the termination of this Agreement. (13) The Servicer shall prepare and file with the Internal Revenue Service, on behalf of the each Trust REMIC, an application for a taxpayer identification number for the such Trust REMIC on IRS Form SS-4. The Trustee, upon receipt from the Internal Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall promptly forward a copy of such notice to the Depositors. The Trustee shall prepare and file Form 8811 on behalf of the each Trust REMIC and shall designate from time to time an appropriate Person to respond to inquiries by or on behalf of Certificateholders for original issue discount and related information in accordance with applicable provisions of the Code. The Trustee agrees that all such information or data so obtained by it are to be regarded as confidential information and agrees that it shall use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositors, any or all of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without the prior written consent of the Depositors, unless such information is generally available to the public (other than as a result of a breach of this Section) or is required by law or applicable regulations to be disclosed.

Tax Administration. (1a) An election will The Trustee shall make or cause to be made by the Trustee on behalf elections to treat each of the Trust Fund to treat the assets of the Trust Fund, excluding the Spread Account and the rights of the Class A Certificates to receive payments from the Spread Account in respect of their related LIBOR Interest Carryovers, REMIC Pools as a REMIC under the Code (the "Trust REMIC")and if necessary, under State Tax Laws. Such Each such election will be made on Internal Revenue Service Form 1066 or other appropriate federal tax or information return or any appropriate state Tax Return for the taxable year ending on the last day of the calendar year in which the Certificates are issued, which in each case shall be signed by the Trustee. The Trust will issue the Class A Certificates, which will represent beneficial interests in, and the Class X Certificates, which will represent Trustee shall designate the "regular interests" in, the Trust REMIC, and the Class R Certificates, which will be the sole class of "residual interests" in the Trust REMIC. The regular interests in the Trust REMIC represented by the Class A-1F Certificates and the Class A-1A Certificates shall bear interest at the Class A-1F Pass-Through Rate and the Class A-1A Pass- Through Rate, respectively. The Owner of the Class R Certificates, representing at any time the largest Percentage Interest in such Class shall be the Tax Matters Person with respect to the Trust REMIC. Each holder of a Class R Certificate, as a condition of ownership thereof, irrevocably appoints the Trustee to act as its agent and attorney-in-fact to perform all duties of the Tax Matters Person. The "latest possible maturity date," within the meaning of Treasury Regulation Section 1.860G-1(a)(4) the REMIC Provisions, in each REMIC Pool as set forth in the Preliminary Statement hereto. To the extent the affairs of the Class A Certificates Trust Fund are within their control, the Master Servicer, the Special Servicer and the Class X Certificates Trustee shall be not permit the Final Scheduled Distribution creation of any "interests" (within the meaning of Section 860G of the Code) in either REMIC Pool other than those interests outstanding on the Closing Date. (2b) The Closing Date is hereby designated as the "Startup Daystartup day," of the Trust REMIC within the meaning of Section 860G(a)(9) of the Code, of REMIC I and REMIC II. (3c) Except The Holder of the largest Percentage Interest of the Class LR Certificates is hereby designated, and by the acceptance of its Class LR Certificate agrees to act, as provided in Section 12.05Tax Matters Person for REMIC I. The Holder of the largest Percentage Interest of the Class R Certificates is hereby designated, and by the acceptance of its Class R Certificate agrees to act, as Tax Matters Person for REMIC II. The Trustee shall pay (is hereby designated as the agent and attorney-in-fact of the Tax Matters Person of each REMIC Pool and shall be entitled to reimbursement thereof by perform all the Servicer or otherwise in accordance with functions thereof, and the terms of this Agreement) the ordinary and usual expenses in connection with the preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its administration of its tax-related duties under this Agreement, but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties under this Agreement, including without limitation any expenses, costs or liabilities associated with audits, required independent opinions regarding tax methodology and related matters or any administrative or judicial proceedings with respect to the Trust REMIC that involve the Internal Revenue Service or state tax authorities, shall be expenses Holders of the Trust FundClass LR and Class R Certificates, by their acceptance of such Certificates, agree to such designation. (4d) The Trustee shall prepare and file or cause to be prepared all of the Trust REMIC's federal and state income or franchise tax and information returns. Except Tax Returns that it reasonably determines are required with respect to each REMIC Pool and, as provided specified in Section 12.052.05, the grantor trust created hereunder and shall sign and file or cause to be filed such Tax Returns in a timely manner. The expenses of preparing and filing such returns shall be borne by the Trustee. The Servicer and the Depositors shall provide on a timely basis to the Trustee or its designee such information with respect to the Trust REMIC as is in their possession, which the Servicer or the Depositors has or have received or prepared by virtue without any right of its activities as Servicer or Depositors hereunder and reasonably requested by the Trustee to enable it to perform its obligations under this subsection, and the Trustee shall be entitled to rely on such information in the performance of its obligations hereunderreimbursement therefor. (5e) The Trustee shall perform on behalf of the Trust Fund and the Trust REMIC all tax reporting duties and other tax compliance duties that are the responsibility of the Trust REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, the Trustee shall provide (i) to the Internal Revenue Service or other Persons (including, but not limited to, the transferor of upon request by any Residual Certificate to a Disqualified Organization or to an agent that has acquired any Residual Certificate on behalf Transferor of a Disqualified Organization) Class LR or Class R Certificate, such information to such Transferor and the IRS as is (x) reasonably necessary for the application of any tax relating to the transfer of any Residual a Class LR or Class R Certificate to any Person who is not a Disqualified Organization pursuant or (y) otherwise required to Section 860E(e) of the Code and the be provided by Treasury Regulations thereunder Section 1.860E-2 (and in the time and manner required to be provided to such person under such Regulations), (ii) to the Certificateholders such information or reports as are required by the Code Code, the REMIC Provisions or REMIC Provisions. Each State Tax Laws including reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption) and (iii) pursuant to Section 10.01(m), to the Internal Revenue Service the name, title, address and telephone number of the Depositors person who will serve as the representative of each of the REMIC Pools. (f) The Trustee shall take such actions and shall cause the Servicer shall provide on a timely basis (and in no event later than 30 days after Trust Fund to take such actions as are reasonably within the Trustee's request) to the Trustee or its designee such information with respect to the Trust REMIC as is in its possession and reasonably requested in writing by the Trustee to enable it to perform its obligations under this subsection. (6) [Reserved] (7) The Trustee and the Servicer shall perform their obligations under this Agreement and the REMIC Provisions in a manner consistent with the status of the Trust REMIC as a REMIC or, as appropriate, shall adopt a plan of complete liquidation. (8) The Trustee and the Servicer shall not take any action or cause the Trust REMIC to take any action, within their respective control and the scope of their specific respective its duties more specifically set forth herein as shall be necessary to maintain the status of each REMIC Pool as a REMIC under this Agreement the REMIC Provisions (and the Master Servicer and Special Servicer shall assist the Trustee, to the extent reasonably requested by the Trustee to do so). None of the Master Servicer, the Special Servicer or the Trustee shall knowingly or intentionally take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, could be reasonably expected to (i) endanger the status of the Trust cause either REMIC Pool to fail to qualify as a REMIC or (ii) result in the imposition of a tax under the REMIC Provisions upon the Trust either REMIC Pool (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) of the Code and the tax on prohibited contributions as defined to a REMIC set forth in Code Section 860G(d)) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee has received a Nondisqualification such party receives an Opinion of Counsel (at the expense of the party seeking to take such actionaction or, if such party fails to pay such expense, and such party determines that taking such action is in the best interest of the Trust Fund and the Certificateholders, at the expense of the Trust Fund, but in no event at the expense of such party) to the effect that the contemplated action will not, with respect to either REMIC Pool, cause either REMIC Pool to fail to qualify as a REMIC or, unless such party determines (which determination is acceptable to the Trustee) that the monetary expense to either REMIC Pool is not material and in its sole discretion to indemnify (to the extent reasonably acceptable to the Trustee) the Trust Fund against such tax, result in the imposition of such a tax. Wherever in this Agreement a contemplated action may not be taken because the timing of such action might result in the imposition of a tax on the Trust Fund, or may be taken only pursuant to an Opinion of Counsel that such action would impose a tax on the Trust Fund, such action may nonetheless be taken so long as (x) the indemnity given in the preceding sentence with respect to any taxes that might be imposed on the Trust Fund has been given and (y) all other preconditions to the taking of such action have been satisfied. The Trustee shall not take any action (whether or not authorized hereunder) as to which the Master Servicer has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. (9) To . In addition, prior to taking any action with respect to the extent Trust Fund or its assets, or causing the Trust Fund to take any action, which is not paid pursuant to paragraph (d) expressly permitted under the terms of this Section 2.07Agreement, each Holder of any Residual Certificate shall pay when due its pro rata share of any and all federal, state and local taxes imposed on the applicable Trust REMIC parties hereto will consult with the Trustee or its assets designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to either REMIC Pool, and such party shall not take any such action, or transactions, including, without limitation, "prohibited transaction" taxescause the Trust Fund to take any such action, as defined to which the Trustee has advised it in Section 860F writing that an Adverse REMIC Event could occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement. At all times as may be required by the Code, any tax on contributions imposed by Section 860G(d) the Trustee will to the extent within its control and the scope of its duties as specifically set forth herein, maintain substantially all of the Code, and any tax on assets of the Trust Fund as "net income from foreclosure propertyqualified mortgages" as defined in Section 860G(c860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. To the extent that such Trust REMIC taxes are not paid by the applicable Residual Certificateholders, the Trustee shall pay any remaining Trust REMIC taxes out of current or future amounts otherwise distributable to the Holders of any Residual Certificates. (10) The Trustee shall, for federal income tax purposes, maintain books and records with respect to the Trust REMIC on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein, all amounts collected on the Mortgage Loans shall, for federal income tax purposes, be allocated first to interest due and payable on the Mortgage Loans (including interest on overdue interest) (other than additional interest at a penalty rate payable following a default). The books and records must be sufficient concerning the nature and amount of the Trust REMIC's investments to show that the Trust REMIC has complied with the REMIC Provisions. (11) Neither the Trustee nor the Servicer shall enter into any arrangement by which the Trust REMIC will receive a fee or other compensation for services. (12) In order to enable the Trustee to perform its duties as set forth herein, the Depositors shall provide, or cause to be provided, to the Trustee within 10 days after the Closing Date all information or data that the Trustee reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates, including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows of the Class A Certificates, the Class X Certificates and the Residual Certificates, as applicable, and the projected cash flows on the Mortgage Loans. Thereafter, the Depositors shall provide to the Trustee, promptly upon request therefor, any such additional information or data that the Trustee may, from time to time, reasonably request in order to enable the Trustee to perform its duties as set forth herein. The Trustee is hereby directed to use any and all such information or data provided by the Depositors in the preparation of all federal and state income or franchise tax and information returns and reports for the Trust REMIC to Certificateholders as required herein. The Depositors hereby indemnify the Trustee for any losses, liabilities, damages, claims or expenses of the Trustee arising from any errors or miscalculations of the Trustee pursuant to this Section that result from any failure of the Depositors to provide, or to cause to be provided, accurate information or data to the Trustee (but not resulting from the methodology employed by the Trustee) on a timely basis and such indemnifications shall survive the termination of this Agreement. (13) The Servicer shall prepare and file with the Internal Revenue Service, on behalf of the Trust REMIC, an application for a taxpayer identification number for the Trust REMIC on IRS Form SS-4. The Trustee, upon receipt from the Internal Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall promptly forward a copy of such notice to the Depositors. The Trustee shall prepare and file Form 8811 on behalf of the Trust REMIC and shall designate from time to time an appropriate Person to respond to inquiries by or on behalf of Certificateholders for original issue discount and related information in accordance with applicable provisions of the Code. The Trustee agrees that all such information or data so obtained by it are to be regarded as confidential information and agrees that it shall use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositors, any or all of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without the prior written consent of the Depositors, unless such information is generally available to the public (other than as a result of a breach of this Section) or is required by law or applicable regulations to be disclosed.