Common use of Tax Matters Clause in Contracts

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary Statement; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Trustee covenants and agrees that it shall act as agent (and the Master Servicer Trustee is hereby appointed to act as agent) on behalf of such each REMIC created hereunder and that in such capacity it shall: : (a) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return Returns (Form Forms 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMICeach REMIC created hereunder, containing such information and at the times and in the manner as may be required by the Code or regulations, rules or procedures issued under the Code, or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; ; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); ; (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofprepare and forward, or an agent (including a brokercause to be prepared and forwarded, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) Certificateholders and to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary Statement; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such taxInternal Revenue Service and, if permitted by law, pending the outcome of such proceedings); (m) ensure that federalnecessary, state or local income tax or authorities, all information returns shall be signed by the Trustee or such other Person and reports as may be and when required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating be provided to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person them in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, including without limitation, the price, yield, calculation of any original issue discount using the prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or described in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.Prospectus Supplement;

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary StatementCertificates; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR R Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR R Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary StatementCertificates; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any the REMIC election pertaining to the Trust Fund is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Trustee covenants and agrees that it shall act as agent (and the Master Servicer Trustee is hereby appointed to act as agent) on behalf of such the REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; ; (c) make or cause to be made elections an election that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); ; (d) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonNon-Permitted Transferee, or a pass-through entity in which a Non-Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; ; (fg) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary Statement; ; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such the REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Trustee from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (nj) maintain records relating to such the REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the fair market value and adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d; and (k) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such the REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such the REMIC, and otherwise act on behalf of such the REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer Trustee to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee within ten (10) days after the Closing Date all information or data that the Master Servicer Trustee requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Trustee promptly upon written request therefor, therefor any such additional information or data that the Master Servicer Trustee may, from time to time, reasonably request in order to enable the Master Servicer Trustee to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer Trustee for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee arising from any errors or miscalculations of the Master Servicer Trustee that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any the REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such the REMIC as defined in Section 860G(c) of the Code, on any contribution to such the REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including, without limitation, any minimum tax imposed upon the REMIC pursuant to Sections 23153 and 24874 of the California Revenue and Taxation Code, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectivelyTrustee, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the TransferorMaster Servicer or the Seller, in the case of any such minimum tax, if such tax arises out of or results from a breach by the Master Servicer or Seller of any of their obligations under this Agreement or (iii) the Seller, if any such tax arises out of or results from the Transferor’s Seller's obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iiiiv) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor Seller fails to honor its obligations under the preceding clause clauses (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b3.11(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. (A) It is intended that each of the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, REMICs provided for herein shall constitute, and that the conduct affairs of matters relating to such assets the Trust Fund shall be such conducted so as to allow each such REMIC to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. It is also intended that each of the grantor trusts provided for in Section 2.07 hereof shall constitute, and that the affairs of the Trust Fund shall be conducted so as to allow each such grantor trust to qualify as, a grantor trust under the provisions of Subpart E, Part I of Subchapter J of the Code. In furtherance of such intention, the Master Servicer Securities Administrator covenants and agrees that it shall act as agent (and the Master Servicer Securities Administrator is hereby appointed to act as agent) on behalf of such REMIC each of the REMICs provided for herein and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMICeach of the REMICs and grantor trusts provided for herein, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; Code for each of the REMICs provided for herein; (c) make or cause to be made elections that such assets elections, on behalf of each of the REMICs provided for herein to be treated as a REMIC on the federal tax return of such REMICs for its their first taxable year years (and, if necessary, under applicable state law); ; (d) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions or other applicable law, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) provide information necessary for the computation of tax imposed on the transfer of a Residual Class R Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a non-Person that is not a Permitted Transferee, or a pass through entity in which a Person that is not a Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) to the extent that they are under its control, control conduct matters relating to such assets the affairs of each of the REMICs and grantor trusts provided for herein at all times that any Certificates are outstanding so as to maintain the status of each of the REMICs provided for herein as a REMIC under the REMIC Provisions; Provisions and the status of each of the grantor trusts provided for herein as a grantor trust under Subpart E, Part I of Subchapter J of the Code; (fg) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation status of any interests in such REMIC other than as set forth of the REMICs provided for herein or result in the Preliminary Statement; imposition of tax upon any such REMIC; (h) not receive knowingly or intentionally take any amount representing a fee action or other compensation omit to take any action that would cause the termination of the grantor trust status under Subpart E, Part I of Subchapter J of the Code of any of the grantor trusts provided for services (except as otherwise permitted by this Agreement); herein or result in the imposition of tax upon any such grantor trust; (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.12, the amount of any federal or federal, state taxand local taxes, including prohibited transaction taxes as described below, imposed on such REMIC each of the REMICs provided for herein prior to its the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Securities Administrator from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mj) ensure that sign or cause to be signed federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rulesreturns; and (nk) maintain records relating to such REMICeach of the REMICs provided for herein, including but not limited to the income, expenses, assets and liabilities thereof of each of the REMICs and grantor trusts provided for herein, and the fair market value and adjusted basis of the assets Trust Fund property determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d; and (l) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent each of the related REMIC REMICs provided for herein in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMICany of the REMICs provided for herein, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMICany of the REMICs provided for herein, and otherwise act on behalf of such REMIC each of the REMICs provided for herein in relation to any tax matter involving any of such REMICs or any controversy involving itthe Trust Fund. In order to enable the Master Servicer Securities Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Securities Administrator within ten (10) 10 days after the Closing Date all information or data that the Master Servicer Securities Administrator requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Securities Administrator promptly upon written request therefor, any such additional information or data that the Master Servicer Securities Administrator may, from time to time, reasonably request in order to enable the Master Servicer Securities Administrator to perform its duties as set forth herein. The Depositor hereby indemnifies agrees to indemnify the Master Servicer Securities Administrator for any losses, liabilities, damages, claims or expenses of the Master Servicer Securities Administrator arising from any errors or miscalculations of the Master Servicer Securities Administrator that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Securities Administrator on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any REMIC hereunder of the REMICs provided for herein as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of any of such REMIC REMICs as defined in Section 860G(c) of the Code, on any contribution to such REMIC the Trust Fund after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Securities Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, Securities Administrator of any of its obligations under this AgreementAgreement or as a result of the location of the Securities Administrator, (ii) any party hereto (other than the Transferor, if Securities Administrator) to the extent any such other tax arises out of or results from a breach by such other party of any of its obligations under this Agreement or as a result of the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 location of such other party or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor any liable party here fails to honor its obligations under the preceding clause clauses (i), (ii) or (iiiii), any such tax will be paid first with amounts (other than amounts derived by the Trust Fund from a payment on the Cap Contracts) otherwise to be distributed to the CertificateholdersClass R Certificateholders (pro rata) pursuant to Section 4.04, as provided in Section 3.10(b). The parties intend that the portion of and second with amounts (other than amounts derived by the Trust Fund constituting from a payment on the Grantor TrustCap Contracts) otherwise to be distributed to all other Certificateholders in the following order of priority: first, consisting to the Class C Certificates (pro rata), second to the Class B-4 Certificates (pro rata), third to the Class B-3 Certificates (pro rata), fourth to the Class B-2 Certificates (pro rata), fifth to the Class B-1 Certificates (pro rata), sixth to the Class M-6 Certificates (pro rata), seventh to the Class M-5 Certificates (pro rata), eighth to the Class M-4 Certificates (pro rata), ninth to the Class M-3 Certificates (pro rata), tenth to the Class M-2 Certificates (pro rata), eleventh to the Class M-1 Certificates (pro rata) and twelfth to the Class A Certificates (pro rata). Notwithstanding anything to the contrary contained herein, to the extent that such tax is payable by the Class R Certificate, the Securities Administrator is hereby authorized pursuant to such instruction to retain on any Distribution Date, from the Holders of the Class P Prepayment ChargesR Certificate (and, shall constituteif necessary, and that from the affairs Holders of all other Certificates in the priority specified in the preceding sentence), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. The Securities Administrator agrees to promptly notify in writing the party liable for any such tax of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J amount thereof and the due date for the payment thereof. (B) Each of the CodeDepositor, Securities Administrator and the provisions hereof shall be interpreted consistently with this intention. In furtherance Trustee agrees not to take or omit to take knowingly or intentionally, any action or omit to take any action that would cause the termination of such intention, the Master Servicer shall file REMIC status of any of the REMICs provided for herein or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, result in the time or times and in imposition of a tax upon any of the manner required by the CodeREMICs provided for herein.

Tax Matters. It is intended that each of the assets with respect to which any Master REMIC election is to be made, as set forth in the Preliminary Statement, and Subsidiary REMIC shall constitute, and that the conduct affairs of matters relating to such assets the Trust Fund shall be such conducted so as to allow both the Master REMIC and the Subsidiary REMIC to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such each of the Master REMIC and Subsidiary REMIC and that in such capacity it shall: : (a) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such each of the Master REMIC and Subsidiary REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; Code for each of the Master REMIC and Subsidiary REMIC; (c) make or cause to be made elections that such assets elections, on behalf of each of the Master REMIC and Subsidiary REMIC to be treated as a REMIC on the federal tax return of each of the Master REMIC and Subsidiary REMIC for its first taxable year (and, if necessary, under applicable state law); ; (d) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) provide information necessary for the computation of tax imposed on the transfer of a Residual Class R Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonNon-Permitted Transferee, or a pass-through entity in which a Non-Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) to the extent that they are under its control, control conduct matters relating to such assets the affairs of each of the Master REMIC and Subsidiary REMIC at all times that any Certificates are outstanding so as to maintain the status of each of the Master REMIC and Subsidiary REMIC as a REMIC under the REMIC Provisions; ; (fg) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit status of either the creation of any interests in such Master REMIC other than as set forth in or the Preliminary Statement; Subsidiary REMIC; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or federal, state taxand local taxes, including prohibited transaction taxes as described below, imposed on such each of the Master REMIC and Subsidiary REMIC prior to its the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Trustee from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that sign or cause to be signed federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rulesreturns; and (nj) maintain records relating to such each of the Master REMIC and Subsidiary REMIC, including but not limited to the income, expenses, assets and liabilities thereof of each of the Master REMIC and Subsidiary REMIC, and the fair market value and adjusted basis of the assets Trust Fund property determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d; and (k) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent each of the related Master REMIC and Subsidiary REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such each of the Master REMIC and Subsidiary REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such either the Subsidiary REMIC or the Master REMIC, and otherwise act on behalf of such either the Subsidiary REMIC or the Master REMIC in relation to any tax matter involving either the Subsidiary REMIC or the Master REMIC or controversy involving itthe Trust Fund. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) 10 days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies agrees to indemnify the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any either the Subsidiary REMIC hereunder or the Master REMIC as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such REMIC the Trust Fund as defined in Section 860G(c) of the Code, on any contribution to such REMIC the Trust Fund after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, Servicer of any of its obligations under this Agreement, (ii) any party hereto (other than the Transferor, if Servicer) to the extent any such other tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor any liable party here fails to honor its obligations under the preceding clause clauses (i), (ii) or (iiiii), any such tax will be paid first with amounts otherwise to be distributed to the CertificateholdersClass R Certificateholders (pro rata), and second with amounts otherwise to be distributed to all other Certificateholders in the following order of priority: first, to the Class IB and Class IIB Certificates (pro rata), second, to the Class IM-2 and IIM-2 Certificates (pro rata), third, to the Class IM-1 and IIM-1 Certificates (pro rata), and fourth, to the Group I Class A Certificates and the Group II Class A Certificates (pro rata). Notwithstanding anything to the contrary contained herein, to the extent that such tax is payable by the Class R Certificates, the Servicer is hereby authorized to instruct the Trustee or Paying Agent, as provided in Section 3.10(b). The parties intend that applicable and the portion of Trustee or Paying Agent, as applicable is hereby authorized pursuant to such instruction to retain on any Distribution Date, from the Trust Fund constituting the Grantor Trust, consisting Holders of the Class P Prepayment ChargesR Certificates (and, shall constituteif necessary, and that second, from the affairs Holders of all other Certificates in the priority specified in the preceding sentence), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. The Servicer agrees to promptly notify in writing the party liable for any such tax of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, amount thereof and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, due date for the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Codepayment thereof.

Tax Matters. It is intended that the assets with respect to which any REMIC election pertaining to the Trust Fund is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Trustee covenants and agrees that it shall act as agent (and the Master Servicer Trustee is hereby appointed to act as agent) on behalf of such any REMIC and that in such capacity it shall: : (a) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to any such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; ; (c) make or cause to be made elections an election that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); ; (d) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonNon-Permitted Transferee, or a pass-through entity in which a Non-Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; ; (fg) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary Statement; ; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such the REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Trustee from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (nj) maintain records relating to such the REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the fair market value and adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d; and (k) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related such REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such the REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such the REMIC, and otherwise act on behalf of such the REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer Trustee to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee within ten (10) days after the Closing Date all information or data that the Master Servicer Trustee requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Trustee promptly upon written request therefor, therefor any such additional information or data that the Master Servicer Trustee may, from time to time, reasonably request in order to enable the Master Servicer Trustee to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer Trustee for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee arising from any errors or miscalculations of the Master Servicer Trustee that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any the REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such the REMIC as defined in Section 860G(c) of the Code, on any contribution to such the REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including, without limitation, any minimum tax imposed upon the REMIC pursuant to Sections 23153 and 24874 of the California Revenue and Taxation Code, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectivelyTrustee, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the TransferorMaster Servicer or the Seller, in the case of any such minimum tax, if such tax arises out of or results from a breach by the Master Servicer or Seller of any of their obligations under this Agreement or (iii) the Seller, if any such tax arises out of or results from the Transferor’s Seller's obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iiiiv) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor Seller fails to honor its obligations under the preceding clause clauses (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b3.11(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary Statement; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the next to last paragraph of this Section 9.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iiiii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of each such REMIC and that in such capacity it shall: : (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; ; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); ; (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; ; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; ; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary Statement; Certificates; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); ; (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; ; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; ; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; ; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR R Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to by this Agreement. The , and the Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR R Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee Servicer or the Trust AdministratorTrustee, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee Servicer or the Trust AdministratorTrustee, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any the REMIC election is to be made, as set forth in the Preliminary Statement, preliminary statement shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Trustee covenants and agrees that it shall act as agent (and the Master Servicer Trustee is hereby appointed to act as agent) on behalf of such REMIC the and that in such capacity it shall: : (a) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMICthe, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders Holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; ; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); ; (d) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the prepayment assumption; (e) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonNon-Permitted Transferee, or a pass-through entity in which a Non-Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) to the extent that they are under its control, control conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; ; (fg) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary Statement; ; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC the prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Trustee from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (nj) maintain records relating to such REMICthe, including but not limited to the income, expenses, assets and liabilities thereof and the fair market value and adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d; and (k) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMICthe, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMICthe, and otherwise act on behalf of such REMIC the in relation to any tax matter or controversy involving it. In order to enable the Master Servicer Trustee to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee within ten (10) days after the Closing Date all information or data that the Master Servicer Trustee requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Trustee promptly upon written request therefor, any such additional information or data that the Master Servicer Trustee may, from time to time, reasonably request in order to enable the Master Servicer Trustee to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer Trustee for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee arising from any errors or miscalculations of the Master Servicer Trustee that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any the REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such the REMIC as defined in Section 860G(c) of the Code, on any contribution to such the REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectivelyTrustee, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this AgreementAgreement which breach was caused by its negligence or willful misconduct, (ii) the TransferorMaster Servicer, in the case of any such minimum tax, or if such tax arises out of or results from a breach by the Master Servicer of any of their obligations under this Agreement, (iii) the Seller, if any such tax arises out of or results from the TransferorSeller’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 2.2 or 2.03 2.3 or (iiiiv) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor Seller fails to honor its obligations under the preceding clause clauses (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b3.8(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. (a) It is intended that each of the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, REMICs provided for herein shall constitute, and that the conduct affairs of matters relating to such assets the Trust Fund shall be such conducted so as to allow each such REMIC to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. It is also intended that each of the grantor trusts provided for in Section 2.07 hereof shall constitute, and that the affairs of the Trust Fund shall be conducted so as to allow each such grantor trust to qualify as, a grantor trust under the provisions of Subpart E, Part I of Subchapter J of the Code. In furtherance of such intention, the Master Servicer Trustee covenants and agrees that it shall act as agent (and the Master Servicer Trustee is hereby appointed to act as agent) on behalf of such REMIC each of the REMICs provided for herein and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMICeach of the REMICs and grantor trusts provided for herein, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; Code for each of the REMICs provided for herein; (c) make or cause to be made elections that such assets elections, on behalf of each of the REMICs provided for herein to be treated as a REMIC on the federal tax return of such REMICs for its their first taxable year years (and, if necessary, under applicable state law); ; (d) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions or other applicable law, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) provide information necessary for the computation of tax imposed on the transfer of a Residual Class R Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a non-Person that is not a Permitted Transferee, or a pass through entity in which a Person that is not a Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) to the extent that they are under its control, control conduct matters relating to such assets the affairs of each of the REMICs and grantor trusts provided for herein at all times that any Certificates are outstanding so as to maintain the status of each of the REMICs provided for herein as a REMIC under the REMIC Provisions; Provisions and the status of each of the grantor trusts provided for herein as a grantor trust under Subpart E, Part I of Subchapter J of the Code; (fg) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation status of any interests in such REMIC other than as set forth of the REMICs provided for herein or result in the Preliminary Statement; imposition of tax upon any such REMIC; (h) not receive knowingly or intentionally take any amount representing a fee action or other compensation omit to take any action that would cause the termination of the grantor trust status under Subpart E, Part I of Subchapter J of the Code of any of the grantor trusts provided for services (except as otherwise permitted by this Agreement); herein or result in the imposition of tax upon any such grantor trust; (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.12, the amount of any federal or federal, state taxand local taxes, including prohibited transaction taxes as described below, imposed on such REMIC each of the REMICs provided for herein prior to its the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Trustee from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mj) ensure that sign or cause to be signed federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rulesreturns; and (nk) maintain records relating to such REMICeach of the REMICs provided for herein, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of each of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(dREMICs and grantor trusts provided for herein; and (l) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent each of the related REMIC REMICs provided for herein in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMICany of the REMICs provided for herein, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMICany of the REMICs provided for herein, and otherwise act on behalf of such REMIC each of the REMICs provided for herein in relation to any tax matter involving any of such REMICs or any controversy involving itthe Trust Fund. In order to enable the Master Servicer Trustee to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee within ten (10) 10 days after the Closing Date all information or data that the Master Servicer Trustee requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Trustee promptly upon written request therefor, any such additional information or data that the Master Servicer Trustee may, from time to time, reasonably request in order to enable the Master Servicer Trustee to perform its duties as set forth herein. The Depositor hereby indemnifies agrees to indemnify the Master Servicer Trustee for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee arising from any errors or miscalculations of the Master Servicer Trustee that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any REMIC hereunder of the REMICs provided for herein as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of any of such REMIC REMICs as defined in Section 860G(c) of the Code, on any contribution to such REMIC the Trust Fund after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectivelyTrustee, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this AgreementAgreement or as a result of the location of the Trustee, (ii) any party hereto (other than the Transferor, if Trustee) to the extent any such other tax arises out of or results from a breach by such other party of any of its obligations under this Agreement or as a result of the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 location of such other party or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor any liable party here fails to honor its obligations under the preceding clause clauses (i), (ii) or (iiiii), any such tax will be paid first with amounts (other than amounts derived by the Trust Fund from a payment on the Cap Contracts or amounts received by the Supplemental Interest Trust as payments on the Swap Agreement) otherwise to be distributed to the CertificateholdersClass R Certificateholders (pro rata) pursuant to Section 4.04, as provided in Section 3.10(b). The parties intend that the portion of and second with amounts (other than amounts derived by the Trust Fund constituting from a payment on the Grantor TrustCap Contracts or amounts received by the Supplemental Interest Trust as payments on the Swap Agreement) otherwise to be distributed to all other Certificateholders in the following order of priority: first, consisting to the Class C Certificates (pro rata), second to the Class B-3 Certificates (pro rata), third to the Class B-2 Certificates (pro rata), fourth to the Class B-1 Certificates (pro rata), fifth to the Class M-6 Certificates (pro rata), sixth to the Class M-5 Certificates (pro rata), seventh to the Class M-4 Certificates (pro rata), eighth to the Class M-3 Certificates (pro rata), ninth to the Class M-2 Certificates (pro rata), tenth to the Class M-1 Certificates (pro rata) and eleventh to the Class A Certificates (pro rata). Notwithstanding anything to the contrary contained herein, to the extent that such tax is payable by the Class R Certificate, the Trustee is hereby authorized pursuant to such instruction to retain on any Distribution Date, from the Holders of the Class P Prepayment ChargesR Certificate (and, shall constituteif necessary, and that from the affairs Holders of all other Certificates in the priority specified in the preceding sentence), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. The Trustee agrees to promptly notify in writing the party liable for any such tax of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J amount thereof and the due date for the payment thereof. (b) Each of the CodeDepositor, the Servicer and the provisions hereof shall be interpreted consistently with this intention. In furtherance Trustee agrees not to knowingly or intentionally take any action or omit to take any action that would cause the termination of such intention, the Master Servicer shall file REMIC status of any of the REMICs provided for herein or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, result in the time or times and in imposition of a tax upon any of the manner required by the CodeREMICs provided for herein.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of any such REMIC and that in such capacity it shall: (ai) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to any such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (bii) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty 30 days of after the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (ciii) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (div) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (v) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonNon-Permitted Transferee, or a pass-through entity in which a Non-Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (evi) to the extent that they are under its control, control conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (fvii) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC statustax status of any REMIC; (gviii) not permit cause the creation of any interests in such REMIC other than as set forth in Administrator to pay, at the Preliminary Statement; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning direction of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) payServicer, from the sources specified in the last paragraph of this Section 9.116.06, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on any such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (mix) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and; (nx) maintain records relating to any such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the fair market value and adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d; and (xi) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related any such REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of any such REMIC, and otherwise act on behalf of any such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth hereinin this Agreement, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Home Equity Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth hereinin this Agreement. The Depositor Servicer hereby indemnifies the Master Servicer Administrator for any losses, liabilities, damages, claims or expenses of the Master Servicer Administrator arising from any errors or miscalculations of the Master Servicer Administrator that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Administrator on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such any REMIC hereunder after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including, without limitation, any minimum tax imposed upon any REMIC hereunder pursuant to Sections 23153 and 24874 of the California Revenue and Taxation Code, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, Administrator of any of its obligations under this Agreement, (ii) the TransferorServicer, in the case of any such minimum tax, or if any such tax arises out of or results from a breach by the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 Servicer or 2.03 the Depositor of any of their obligations under this Agreement or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor Depositor fails to honor its obligations under the preceding clause (i), (ii) or (iiiii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders. For federal income tax purposes, the Carryover Reserve Fund shall not be an asset of any REMIC created hereunder, but will be an outside reserve fund (within the meaning of Treasury Regulation Section 1.860G-2(h)) that is treated as provided in Section 3.10(b). The parties intend that owned by the portion of the Trust Fund constituting the Grantor Trust, consisting Holder of the Class P Prepayment Charges, shall constitute, R Certificate and that the affairs rights of the Grantor Trust holders of the REMIC regular interests to receive any payments of Net Rate Carryover shall be conducted so treated as both (i) rights with respect to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J notional principal contract written by the Holder of the Code, Class R Certificate and (ii) contractual rights coupled with REMIC regular interests within the provisions hereof meaning of Treasury Regulation Section 1.860G-2(i). Any payments of Net Rate Carryover Amount shall be interpreted consistently treated as first distributed with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above respect to the Class P CertificateholdersR Certificate and then as paid into the Carryover Reserve Fund for payment to the holders of the REMIC regular interests. In addition, in for federal income tax purposes, the time or times and in Derivative Contract Reserve Fund shall not be an asset of any REMIC created hereunder, but will be an outside reserve fund (within the manner required meaning of Treasury Regulation Section 1.860G-2(h)) that is treated as owned by the CodeHolder of the Class R Certificate.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(ivi) (iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-non Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary StatementCertificates; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC REMIC, and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The the Master REMIC, and the Master Servicer is hereby designated as agent of such Class A-LR or and Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee Servicer or the Trust AdministratorTrustee, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee Servicer or the Trust AdministratorTrustee, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepareSubject to Section 4.9(b), submit the Sponsor, and each unitholder by virtue of its purchase of units in a Fund, (i) express their intent that the units of such Fund qualify under applicable tax law as interests in a partnership, and (ii) agree to file U.S. federal, state and local income, franchise and other tax returns in a manner that is consistent with the treatment of such Fund as a partnership in which each of the Unitholders thereof is a partner. The Tax Matters Partner or the Unitholders (as appropriate) will make or refrain from making any tax elections to the Trustee extent necessary to obtain treatment consistent with the foregoing. The Sponsor shall not be liable to any Person for executionthe failure of any Fund to qualify as a partnership under the Code or any comparable provision of the laws of any State or other jurisdiction where such treatment is sought. (b) The Sponsor shall obtain a separate federal taxpayer identification number for each Fund prior to the commencement of the Fund’s operations. The Sponsor, and fileat its expense, shall prepare or cause to be prepared all federal, state, and filed, in local tax returns of a Fund for each year for which such returns are required to be filed and shall timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared timely filed such returns and filed timely pay or cause to be timely paid, out of the Trust Estate of such Fund, any taxes, assessments or other governmental charges owing with respect to the Internal Revenue Service Fund. The Trustee and the Administrator shall promptly notify the Sponsor if it becomes aware that any tax, assessment or other governmental charge is due or claimed to be due with respect to a Fund. Unless not required to be provided under applicable state rules and regulations of the Code, the Sponsor shall deliver or local tax authorities cause to be delivered to each unitholder of a Fund and the broker or nominee through which a unitholder owns its units an IRS Schedule K-1 and such other information, if any, with respect to the Fund as may be necessary for the preparation of the federal income tax or information returns of such unitholder, including a statement showing the unitholder’s share of the Fund’s items of income, gain, loss, expense, deduction and credit for the Fiscal Year for federal income tax purposes, as soon as practicable after the last day of the Fiscal Year but not later than March 15 of the following year. (c) Except as provided herein, the Tax Matters Partner may, in its sole discretion, cause a Fund to make, or refrain from making, any tax elections that the Tax Matters Partner reasonably deems necessary or advisable, including, but not limited to, an election pursuant to Section 754 of the Code. (d) Each unitholder of a Unit in a Fund, by its acceptance or acquisition of a beneficial interest therein, agrees to furnish the Sponsor with such representations, forms, documents or other information as may be necessary to enable such Fund to comply with its U.S. federal income tax reporting obligations in respect of such Unit, including an Internal Revenue Service Form W-9 (or the substantial equivalent thereof) in the case of a unitholder that is a United States person within the meaning of the Code or an Internal Revenue Service Form W-8BEN or other applicable form in the case of a unitholder that is not a United States person. The Fund shall file any required forms with applicable jurisdictions and, unless an exemption from withholding and backup withholding tax is properly established by a unitholder, shall remit amounts withheld with respect to the unitholder to the applicable tax authorities. To the extent that the Sponsor reasonably believes that the Fund is required to withhold and pay over any amounts (including taxes, interest, penalties, assessments or additions to tax) to any tax authority with respect to distributions or allocations to any unitholder, the Fund may withhold such amounts and treat the amounts withheld as distributions of cash to the unitholder in the amount of the withholding and reduce the amount of cash or other property otherwise distributable to such unitholder. If an amount required to be withheld was not withheld, the Fund may reduce subsequent distributions to such unitholder by the amount of such required withholding. In the event of any claimed over-withholding, Unitholders shall be limited to an action against the applicable jurisdiction. (e) By its acceptance of a beneficial interest in a Unit, a unitholder waives all confidentiality rights, including all confidentiality rights provided by Section 3406(f) of the Code and Treasury Regulations Section 31.3406(f)-1, with respect to any representations, forms, documents or information, and any information contained in such representations, forms or documents, that the unitholder provides, or has previously provided, to any broker or nominee through which it owns its units, to the extent such representations, forms, documents or information may be necessary to enable the Fund to comply with its withholding tax and backup withholding tax and information reporting obligations or to make basis adjustments under Section 754 of the Code with respect to the units. Furthermore, the parties hereto, and by its acceptance or acquisition of a beneficial interest in a Unit, a unitholder, acknowledge and agree that any broker or nominee through which a unitholder holds its units shall be a third party beneficiary to this Trust Agreement for the purposes set forth in this Section 2.5. (f) The Sponsor is specifically authorized to act as the “Tax Matters Partner” under the Code for each taxable year Fund and in any similar capacity under state or local law. The Tax Matters Partner shall have the authority without any further consent of Fund Unitholders being required (except as specifically required herein) to make any and all elections for federal, state, local, and foreign tax purposes including any election, if permitted by applicable law: (i) to make the election provided for in Code Section 6231(a)(1)(B)(ii); (ii) to adjust the basis of the Fund’s assets pursuant to Code Sections 754, 734(b) and 743(b) or comparable provisions of state, local, or foreign law, in connection with transfers of units and distributions; (iii) to extend the statute of limitations for assessment of tax deficiencies against the Unitholders with respect to adjustments to the Fund’s federal, state local, or foreign tax returns; and (iv) to the extent provided in Code Sections 6221 through 6231 and similar provisions of federal, state, local, or foreign law, to represent the Fund and its Unitholders before taxing authorities or courts of competent jurisdiction in tax matters affecting the Fund or the Unitholders in their capacities as Unitholders and to file any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Unitholders with respect to such REMICtax matters or otherwise affect the rights of the Fund and its Unitholders. (g) By its acceptance of a beneficial interest in a Unit of a Fund, containing such information and at a unitholder agrees to the times and in designation of the manner Sponsor as the initial Tax Matters Partner of the Fund. Each unitholder agrees to take any further action as may be required by regulation or otherwise to effectuate such designation. The Tax Matters Partner of a Fund shall be authorized to exercise all rights and responsibilities conferred upon a Tax Matters Partner under Sections 6221-6234 of the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating respect to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary Statement; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the CertificatesFund, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by : (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such handling all audits and other tax arises out of or results from a breach administrative proceedings conducted by the Master Servicer, IRS with respect to the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, Fund; (ii) extending the Transferor, if any such statute of limitations with respect to the Fund’s partnership tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or returns; (iii) in all other cases, or entering into a settlement with the IRS with respect to the Fund’s partnership items on behalf of those Limited Owners having less than a 1% interest in the event Fund; and (iv) filing a petition or complaint with an appropriate U.S. federal court for review of a final partnership administrative adjustment. (h) The Sponsor shall maintain all books, records and supporting documents that the Trustee, the are necessary to comply with any and all aspects of its duties under this Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the CodeAgreement.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, Trust Fund shall constituteconstitute one or more REMICs, and that the conduct affairs of matters relating to such assets the Trust Fund shall be such conducted so that each REMIC formed hereunder qualifies as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Securities Administrator covenants and agrees that it shall act as agent for so long as it is also Master Servicer (and the Master Servicer Securities Administrator is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: the Trust Fund. The Trustee and/or the Securities Administrator, as agent on behalf of the Trust Fund, shall do or refrain from doing, as applicable, the following: (a) prepare, submit to the Trustee for execution, Securities Administrator shall prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return Returns (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to each such REMIC, REMIC containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, regulations or rules, and furnish or cause to be furnished furnished, to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) the Securities Administrator shall apply for an Employee Identification Number from employer identification number with the Internal Revenue Service via a Form SS-4 or other acceptable comparable method for such each REMIC that is or becomes a taxable entity, and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, Service on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders Holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Formform, and update such information at the time or times in the manner required by the Code; Code for the Trust Fund; (c) make the Trustee shall make, or cause to be made made, elections that such assets on behalf of each REMIC formed hereunder to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year (and, if necessary, under applicable state law); ; (d) the Securities Administrator shall prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) the Securities Administrator shall provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonPerson that is not a Permitted Transferee, or a pass-through entity in which a Person that is not a Permitted Transferee is the record Holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) each of the Securities Administrator and the Trustee shall, to the extent that they are under its control, conduct matters relating to such assets the affairs of the Trust Fund at all times that any Certificates are outstanding so as to maintain the status of each REMIC formed hereunder as a REMIC under the REMIC Provisions; ; (fg) not neither the Trustee nor the Securities Administrator shall knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation status of any interests in such REMIC other than as set forth in the Preliminary Statement; formed hereunder; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) Securities Administrator shall pay, from the sources specified in the last penultimate paragraph of this Section 9.1110.12, the amount of any federal or federal, state taxand local taxes, including prohibited transaction taxes as described below, imposed on such any REMIC formed hereunder prior to its the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee, the Securities Administrator at the written request of the Trustee, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Securities Administrator from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that the Trustee shall sign or cause to be signed federal, state or local income tax or information returns shall be signed or any other document prepared by the Trustee or such other Person as may be required Securities Administrator pursuant to sign such returns this Section 10.12 requiring a signature thereon by the Code or state or local laws, regulations or rulesTrustee; and (nj) the Securities Administrator shall maintain records relating to such REMIC, each REMIC formed hereunder including but not limited to the income, expenses, assets and liabilities thereof of each such REMIC and the adjusted basis of the assets Trust Fund property determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of ; (k) the largest Percentage Interest of Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to the Class A-LR Certificates shall act as “tax matters person” within REMICs on a calendar year and on an accrual basis; (l) neither the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if Trustee nor the Master Servicer is shall enter into any arrangement not so permitted, such Holder shall be otherwise provided for in this Agreement by which the tax matters person REMICs will receive a fee or other compensation for services nor permit the REMICs to receive any income from assets other than “qualified mortgages” as defined in accordance with Section 860G(a)(3) of the REMIC Provisions). In such capacity, Code or “permitted investments” as defined in Section 860G(a)(5) of the Master Servicer shall, Code; and (m) as and when necessary and appropriate, the Trustee, or at the written request of the Trustee, the Securities Administrator, shall represent the related REMIC Trust Fund in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMICany REMIC formed hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMICthe Trust Fund, and otherwise act on behalf of such each REMIC formed hereunder in relation to any tax matter or controversy involving itany such REMIC. In order to enable each of the Master Servicer Trustee and the Securities Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee or the Securities Administrator within ten (10) 10 days after the Closing Date all information or data that the Master Servicer Trustee or the Securities Administrator requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the related Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Trustee or the Securities Administrator promptly upon written request therefor, any such additional information or data that the Master Servicer Trustee or the Securities Administrator may, from time to time, reasonably request in order to enable the Master Servicer Trustee or the Securities Administrator to perform its duties as set forth herein. The Depositor hereby indemnifies each of Trustee and the Master Servicer Securities Administrator for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee or the Securities Administrator arising from any errors or miscalculations of the Master Servicer Trustee or the Securities Administrator, as applicable, that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee or the Securities Administrator, as applicable, on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any of REMIC hereunder I, REMIC II, REMIC III, REMIC IV or REMIC V as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC the Trust Fund as defined in Section 860G(c) of the Code, on any contribution to such any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if including, without limitation, any federal, state or local tax or minimum tax imposed upon any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V and is not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee Servicer or the Trust Securities Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee Servicer or the Trust Administrator, respectively, Securities Administrator of any of its obligations under this Agreement, provided, however, in no event shall the Master Servicer or the Securities Administrator have any liability (1) for any action or omission that is taken in accordance with and compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any losses other than those arising out of a negligent performance by the Master Servicer or the Securities Administrator of its duties and obligations set forth herein, or (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates), (ii) any party hereto (other than the Transferor, if Master Servicer or the Securities Administrator) to the extent any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor any liable party hereto fails to honor its obligations under the preceding clause clauses (i), (ii) or (iiiii), any such tax will be paid first with amounts otherwise to be distributed to the Class R Certificateholders, as provided and second with amounts otherwise to be distributed to all the Holders of the following Certificates in Section 3.10(bthe following order of priority: first, to the Class B-5 Certificates, second, to the Class B-4 Certificates, third, to the Class B-3 Certificates, fourth, to the Class B-2 Certificates, fifth, to the Class B-1 Certificates, sixth, to the Class M-3 Certificates, seventh, to the Class M-2 Certificates, eighth, to the Class M-1 Certificates, and ninth, to the Class A Certificates (pro rata based on the amounts to be distributed). The parties intend Notwithstanding anything to the contrary contained herein, to the extent that such tax is payable by the portion Holder of any Certificates, the Trust Fund constituting Securities Administrator is hereby authorized to retain on any Distribution Date, from the Grantor Trust, consisting Holders of the Class P Prepayment ChargesR Certificates (and, shall constituteif necessary, and that second, from the affairs Holders of the Grantor Trust other Certificates in the priority specified in the preceding sentence), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. The Securities Administrator shall be conducted so promptly notify in writing the party liable for any such tax of the amount thereof and the due date for the payment thereof. Notwithstanding anything to the contrary contained herein, to the extent that such tax is payable by the Holder of any Certificates, the Securities Administrator is hereby authorized to retain on any Distribution Date, from the Holders of the Class R Certificates (and, if necessary, from the Holders of the other related Certificates in the priority specified in the preceding sentence), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. The Securities Administrator shall include in its Remittance Report instructions as to qualify distributions to such portion asparties taking into account the priorities described in the second preceding sentence. The Securities Administrator, a "grantor trust" under subpart Eon written request by the Trustee, Part I of subchapter J agrees to promptly notify in writing the party liable for any such tax of the Code, amount thereof and the provisions hereof shall be interpreted consistently with this intentiondue date for the payment thereof. In furtherance of such intention, The Trustee and the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P CertificateholdersSecurities Administrator each agree that, in the time or times event it should obtain any information necessary for the other party to perform its obligations pursuant to this Section 10.12, it will promptly notify and provide such information to such other party. Notwithstanding anything in this Agreement to the contrary, the Trustee agrees that, in the manner required by event that the CodeTrustee obtains actual knowledge that the Securities Administrator has breached any of its obligations pursuant to this Section 10.12, the Trustee shall perform such obligations on its behalf to the extent that the Trustee possesses all documents necessary to so perform and receives reasonable compensation therefor, provided, however, that the Trustee shall not be liable for any losses resulting from any such breach.

Tax Matters. (a) It is intended that each of the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, REMICs provided for herein shall constitute, and that the conduct affairs of matters relating to such assets the Trust Fund shall be such conducted so as to allow each such REMIC to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. It is also intended that each of the grantor trusts provided for in Section 2.07 hereof shall constitute, and that the affairs of the Trust Fund shall be conducted so as to allow each such grantor trust to qualify as, a grantor trust under the provisions of Subpart E, Part I of Subchapter J of the Code. In furtherance of such intention, the Master Servicer Trustee covenants and agrees that it shall act as agent (and the Master Servicer Trustee is hereby appointed to act as agent) on behalf of such REMIC each of the REMICs provided for herein and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMICeach of the REMICs and grantor trusts provided for herein, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; Code for each of the REMICs provided for herein; (c) make or cause to be made elections that such assets elections, on behalf of each of the REMICs provided for herein to be treated as a REMIC on the federal tax return of such REMICs for its their first taxable year years (and, if necessary, under applicable state law); ; (d) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions or other applicable law, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) provide information necessary for the computation of tax imposed on the transfer of a Residual Class R Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a non-Person that is not a Permitted Transferee, or a pass through entity in which a Person that is not a Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) to the extent that they are under its control, control conduct matters relating to such assets the affairs of each of the REMICs and grantor trusts provided for herein at all times that any Certificates are outstanding so as to maintain the status of each of the REMICs provided for herein as a REMIC under the REMIC Provisions; Provisions and the status of each of the grantor trusts provided for herein as a grantor trust under Subpart E, Part I of Subchapter J of the Code; (fg) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation status of any interests in such REMIC other than as set forth of the REMICs provided for herein or result in the Preliminary Statement; imposition of tax upon any such REMIC; (h) not receive knowingly or intentionally take any amount representing a fee action or other compensation omit to take any action that would cause the termination of the grantor trust status under Subpart E, Part I of Subchapter J of the Code of any of the grantor trusts provided for services (except as otherwise permitted by this Agreement); herein or result in the imposition of tax upon any such grantor trust; (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.12(a), the amount of any federal or federal, state taxand local taxes, including prohibited transaction taxes as described below, imposed on such REMIC each of the REMICs provided for herein prior to its the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Trustee from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mj) ensure that sign or cause to be signed federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rulesreturns; and (nk) maintain records relating to such REMICeach of the REMICs provided for herein, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of each of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(dREMICs and grantor trusts provided for herein; and (l) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent each of the related REMIC REMICs provided for herein in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMICany of the REMICs provided for herein, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMICany of the REMICs provided for herein, and otherwise act on behalf of such REMIC each of the REMICs provided for herein in relation to any tax matter involving any of such REMICs or any controversy involving itthe Trust Fund. In order to enable the Master Servicer Trustee to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee within ten (10) 10 days after the Closing Date all information or data that the Master Servicer Trustee requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Trustee promptly upon written request therefor, any such additional information or data that the Master Servicer Trustee may, from time to time, reasonably request in order to enable the Master Servicer Trustee to perform its duties as set forth herein. The Depositor hereby indemnifies agrees to indemnify the Master Servicer Trustee for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee arising from any errors or miscalculations of the Master Servicer Trustee that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any REMIC hereunder of the REMICs provided for herein as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of any of such REMIC REMICs as defined in Section 860G(c) of the Code, on any contribution to such REMIC the Trust Fund after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectivelyTrustee, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this AgreementAgreement or as a result of the location of the Trustee, (ii) any party hereto (other than the Transferor, if Trustee) to the extent any such other tax arises out of or results from a breach by such other party of any of its obligations under this Agreement or as a result of the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 location of such other party or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor any liable party here fails to honor its obligations under the preceding clause clauses (i), (ii) or (iiiii), any such tax will be paid first with amounts (other than amounts derived by the Issuing Entity from a payment on the Cap Contracts or amounts received by the Supplemental Interest Trust as payments on the Swap Agreement) otherwise to be distributed to the CertificateholdersClass R Certificateholders (pro rata) pursuant to Section 4.04, and second with amounts (other than amounts derived by the Issuing Entity from a payment on the Cap Contracts or amounts received by the Supplemental Interest Trust as provided payments on the Swap Agreement) otherwise to be distributed to all other Certificateholders in Section 3.10(bthe following order of priority: first, to the Class C Certificates (pro rata), second to the Class B-3 Certificates (pro rata), third to the Class B-2 Certificates (pro rata), fourth to the Class B-1 Certificates (pro rata), fifth to the Class M-6 Certificates (pro rata), sixth to the Class M-5 Certificates (pro rata), seventh to the Class M-4 Certificates (pro rata), eighth to the Class M-3 Certificates (pro rata), ninth to the Class M-2 Certificates (pro rata), tenth to the Class M-1 Certificates (pro rata) and eleventh to the Class A Certificates (pro rata). The parties intend Notwithstanding anything to the contrary contained herein, to the extent that such tax is payable by the portion of Class R Certificate, the Trust Fund constituting Trustee is hereby authorized pursuant to such instruction to retain on any Distribution Date, from the Grantor Trust, consisting Holders of the Class P Prepayment ChargesR Certificate (and, shall constituteif necessary, and that from the affairs Holders of all other Certificates in the priority specified in the preceding sentence), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. The Trustee agrees to promptly notify in writing the party liable for any such tax of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J amount thereof and the due date for the payment thereof. (b) Each of the CodeDepositor, the Servicer and the provisions hereof shall be interpreted consistently with this intention. In furtherance Trustee agrees not to knowingly or intentionally take any action or omit to take any action that would cause the termination of such intention, the Master Servicer shall file REMIC status of any of the REMICs provided for herein or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, result in the time or times and in imposition of a tax upon any of the manner required by the CodeREMICs provided for herein.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepareSubject to Section 4.9(b), submit the Sponsor, and each Unitholder by virtue of its purchase of Units in a Fund, (i) express their intent that the Units of such Fund qualify under applicable tax law as interests in a partnership, and (ii) agree to file U.S. federal, state and local income, franchise and other tax returns in a manner that is consistent with the treatment of such Fund as a partnership in which each of the Unitholders thereof is a partner. The Sponsor, the Tax Representative, and the Unitholders (as appropriate) will make or refrain from making any tax elections to the Trustee extent necessary to obtain treatment consistent with the foregoing. The Sponsor shall not be liable to any Person for executionthe failure of any Fund to qualify as a partnership under the Code or any comparable provision of the laws of any State or other jurisdiction where such treatment is sought. (b) The Sponsor shall obtain a separate federal taxpayer identification number for each Fund prior to the commencement of the Fund’s operations. The Sponsor, and fileat the Fund’s expense, shall prepare or cause to be prepared all federal, state, and filed, in local tax returns of a Fund for each year for which such returns are required to be filed and shall timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared timely filed such returns and filed the Sponsor shall timely pay or cause to be timely paid any taxes, assessments or other governmental charges owing with respect to the Internal Revenue Service Fund other than franchise or similar taxes, which shall be paid out of the Trust Estate of such Fund. The Trustee and the Administrator shall promptly notify the Sponsor if it becomes aware that any tax, assessment or other governmental charge is due or claimed to be due with respect to a Fund. Unless not required to be provided under applicable state rules and regulations of the Code, the Sponsor shall deliver or local tax authorities cause to be delivered to each Unitholder of a Fund and the broker or nominee through which a Unitholder owns its Units an IRS Schedule K-1 and such other information, if any, with respect to the Fund as may be necessary for the preparation of the federal income tax or information returns of such Unitholder, including a statement showing the Unitholder’s share of the Fund’s items of income, gain, loss, expense, deduction and credit for each taxable year the Fiscal Year for federal income tax purposes, as soon as practicable after the last day of the Fiscal Year but not later than September 15 of the following year. Unitholders who are of a type, as identified by the nominee through whom their Units are held, that do not ordinarily have U.S. federal tax return filing requirements (collectively, “Certain K-1 Unitholders”) hereby designate the Sponsor as their tax agent (the “Tax Agent”) in dealing with the Trust. In light of such designation and pursuant to Treasury Regulation section 1.6031(b)-1T(c), as amended from time to time, the Trust will provide to the Tax Agent Certain K-1 Unitholders’ statements (as such term is defined under Treasury Regulation section 1.6031(b)-1T(a)(3)), as amended from time to time). (c) Except as provided herein, the Sponsor may, in its sole discretion, cause a Fund to make, or refrain from making, any tax elections that the Sponsor reasonably deems necessary or advisable, including, but not limited to, an election pursuant to Section 754 of the Code. (d) Each Unitholder of a Unit in a Fund, by its acceptance or acquisition of a beneficial interest therein, agrees to furnish the Sponsor with such representations, forms, documents or other information as may be necessary to enable such Fund to comply with its U.S. federal income tax reporting obligations and its obligations under the “Foreign Account Tax Compliance Act” under Code Sections 1471-1474 (or any successor provisions) and any similar provision in any state and local or foreign law (including common reporting standards), in respect of such Unit, including an Internal Revenue Service Form W-9 (or the substantial equivalent thereof) in the case of a Unitholder that is a United States person within the meaning of the Code or an Internal Revenue Service Form W-8BEN, Form W-8BEN-E, or other applicable form in the case of a Unitholder that is not a United States person. In the case of any Unitholder that is not a United States person and that is not a natural person, the required information to be provided by the Unitholder will include information required by said forms or otherwise requested by the Sponsor concerning its owners. The Fund shall file any required forms with applicable jurisdictions and, unless an exemption from withholding and backup withholding tax is properly established by a Unitholder, shall remit amounts withheld with respect to the Unitholder to the applicable tax authorities. To the extent that the Sponsor reasonably believes that the Fund is required to withhold and pay over any amounts (including taxes, interest, penalties, assessments or additions to tax) to any tax authority with respect to distributions or allocations to any Unitholder, the Fund may withhold such REMICamounts and treat the amounts withheld as distributions of cash to the Unitholder in the amount of the withholding and reduce the amount of cash or other property otherwise distributable to such Unitholder. If an amount required to be withheld was not withheld, containing the Fund may reduce subsequent distributions to such Unitholder by the amount of such required withholding. In the event of any claimed over-withholding, Unitholders shall be limited to an action against the applicable jurisdiction. To the extent a Fund is unable, or the Sponsor determines it is inappropriate, to associate a withholding tax payment (that is paid or withheld in accordance with this Section 2.5(d)) with a particular Unitholder or distribution, such withholding tax payment shall be treated as a Fund expense. (e) By its acceptance of a beneficial interest in a Unit, a Unitholder waives all confidentiality rights, including all confidentiality rights provided by Section 3406(f) of the Code and Treasury Regulations Section 31.3406(f)-1, with respect to any representations, forms, documents or information, and any information contained in such representations, forms or documents, that the Unitholder provides, or has previously provided, to any broker or nominee through which it owns its Units, to the extent such representations, forms, documents or information may be necessary to enable the Fund to comply with its withholding tax and backup withholding tax and information reporting obligations or to make basis adjustments under Section 754 of the Code with respect to the Units. Furthermore, the parties hereto, and by its acceptance or acquisition of a beneficial interest in a Unit, a Unitholder, acknowledge and agree that any broker or nominee through which a Unitholder holds its Units shall be a third-party beneficiary to this Trust Agreement for the purposes set forth in this Section 2.5. (f) The Sponsor is specifically authorized to act as the Partnership Representative (the “Tax Representative”). The Tax Representative shall have the authority without any further consent of Unitholders being required to exercise all rights and responsibilities conferred under Sections 6221-6234 of the Code to a Partnership Representative, including, without limitation: (i) handling all audits and other administrative proceedings conducted by the IRS with respect to the Fund; (ii) extending the statute of limitations with respect to the Fund’s partnership tax returns; (iii) entering into a settlement with the IRS with respect to the Fund’s partnership items; (iv) filing a petition or complaint with an appropriate U.S. federal court for review of a final partnership administrative adjustment; and (v) making the “push-out” election under Code Section 6226 to cause any adjustments to be taken into account at the times and partner level. By its acceptance of a beneficial interest in a Unit of a Fund, a Unitholder agrees to the manner designation of the Sponsor as the Fund’s Partnership Representative. Each Unitholder agrees to take any further action as may be required by regulation or otherwise to effectuate such designation. The Tax Representative shall be authorized to hire counsel or other competent professionals to assist in the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation conduct of any original issue discount using audit or legal proceeding. Any expenses incurred by the Prepayment Assumption; (b) apply for an Employee Identification Number from Tax Representative in the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days conduct of its duties shall be expenses of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status;Fund. (g) not permit In the creation event any adjustment to any item of income, gain, loss, deduction or credit of the Fund, or any Unitholder’s distributive share thereof, for a reviewed year that would result in an imputed underpayment of the Fund under Code Section 6225, each Unitholder for the reviewed year agrees to timely take all actions requested by the Partnership Representative in order to reduce or eliminate the amount of the imputed underpayment. To the extent that a Fund or the Trust incurs any liability for tax (including interest and penalties) under Code Section 6225 as the result of any interests imputed underpayment, the Sponsor (i) may treat such as amount as a Fund expense, or (ii) may allocate such amount among the Unitholders in such REMIC other than an equitable manner as set forth determined by the Sponsor in its sole discretion and treat the Preliminary Statement;amount allocated to a Unitholder as a withholding of tax subject to Section 2.5(d) of this Trust Agreement. (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day The Sponsor shall maintain all books, records and supporting documents that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be are necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements comply with any governmental taxing agency, extend any statute and all aspects of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Trust Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: : (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; ; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); ; (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; ; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; ; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary Statement; Certificates; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); ; (i) receive any income attributable to any asset which is neither a “"qualified mortgage” " nor a “"permitted investment” " within the meaning of the REMIC Provisions; ; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; ; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “"prohibited transaction” " within the meaning of Section 860F(a)(2) of the Code; ; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR R Certificates shall act as “"tax matters person” " for the Upper-Tier REMIC within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC ), and the Master Servicer is hereby designated as agent of such Class A-R Certificateholder for such purpose (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). The Holder of the largest Percentage Interest of the Class A-UR LR Certificates shall act as “"tax matters person” " for the Lower-Tier REMIC within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The ), and the Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes purpose (or if the Master Servicer is not so permitted, permitted such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any either REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee Servicer or the Trust AdministratorTrustee, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee Servicer or the Trust AdministratorTrustee, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s 's obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, Trust Fund shall constitute, and that the conduct affairs of matters relating to such assets the Trust Fund shall be such as to conducted so that REMIC 1 and REMIC 2 qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Trustee covenants and agrees that it shall act as agent (and the Master Servicer Trustee is hereby appointed to act as agent) on behalf of such REMIC the Trust Fund and that in such capacity it shall: : (a) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return Returns (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, each REMIC created hereunder containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; Code for the Trust Fund; (c) make or cause to be made elections that such assets elections, on behalf of each REMIC created hereunder to be treated as a REMIC on the federal tax return of each such REMIC for its first taxable year (and, if necessary, under applicable state law); ; (d) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) provide information necessary for the computation of tax imposed on the transfer of a Residual Class R Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonNon-Permitted Transferee, or a pass-through entity in which a Non-Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) to the extent that they are under its control, control conduct matters relating to such assets the affairs of the Trust Fund at all times that any Certificates are outstanding so as to maintain the status of each REMIC created hereunder as a REMIC under the REMIC Provisions; ; (fg) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation status of any interests in such REMIC other than as set forth in the Preliminary Statement; created hereunder; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or federal, state taxand local taxes, including prohibited transaction taxes as described below, imposed on such any REMIC created hereunder prior to its the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Trustee from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that sign or cause to be signed federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rulesreturns; and (nj) maintain records relating to such REMICeach REMIC created hereunder, including but not limited to the income, expenses, assets and liabilities thereof of each such REMIC, and the fair market value and adjusted basis of the assets Trust Fund property determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d; and (k) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC Trust Fund in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMICany REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMICthe Trust Fund, and otherwise act on behalf of such any REMIC created hereunder in relation to any tax matter or controversy involving itany such REMIC. In order to enable the Master Servicer Trustee to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee within ten (10) 10 days after the Closing Date all information or data that the Master Servicer Trustee requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Trustee promptly upon written request therefor, any such additional information or data that the Master Servicer Trustee may, from time to time, reasonably request in order to enable the Master Servicer Trustee to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer Trustee for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee arising from any errors or miscalculations of the Master Servicer Trustee that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any REMIC hereunder the Trust Fund as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such REMIC the Trust Fund as defined in Section 860G(c) of the Code, on any contribution to such REMIC the Trust Fund after the Startup Day startup day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including, without limitation, any federal, state or local tax or minimum tax imposed upon the Trust Fund pursuant to Sections 23153 and 24872 of the California Revenue and Taxation Code if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectivelyTrustee, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) (x) the TransferorMaster Servicer, if in the case of any such minimum tax, and (y) any party hereto (other than the Trustee) to the extent any such other tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor any liable party here fails to honor its obligations under the preceding clause clauses (i), (ii) or (iiiii), any such tax will be paid first with amounts otherwise to be distributed to the CertificateholdersClass R Certificateholders , as provided and second with amounts otherwise to be distributed to all other Certificateholders in Section 3.10(bthe following order of priority: first, to the Class BF-2 and Class BV-2 Certificates (pro rata), second, to the Class BF-1 and Class BV-1 Certificates (pro rata), third, to the Class MF-2 and Class MV-2 Certificates (pro rata), fourth, to the Class MF-1 and Class MV-1 Certificates (pro rata), and fifth, to the Group 1 Class A Certificates and the Group 2 Class A Certificates (pro rata). The parties intend Notwithstanding anything to the contrary contained herein, to the extent that such tax is payable by the portion of Class R Certificates, the Trust Fund constituting Trustee is hereby authorized to retain on any Distribution Date, from the Grantor Trust, consisting Holders of the Class P Prepayment ChargesR Certificates (and, if necessary, second, from the Holders of the all other Certificates in the priority specified in the preceding sentence), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. The Trustee agrees to promptly notify in writing the party liable for any such tax of the amount thereof and the due date for the payment thereof. The Trustee shall constitute, treat the Group 1 Carryover Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that is owned by the Class AF-IO Certificateholders and that the affairs is not an asset of the Grantor Trust REMIC. The Trustee shall treat the rights of the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1 and Class BF-2 Certificateholders to receive payments from the Group 1 Carryover Reserve Fund as rights in an interest rate cap contract written by the Class AF-IO Certificateholder in favor of the other Group 1 Certificateholders. Thus, each Group 1 Certificate other than the Class AF-IO shall be conducted so treated as to qualify such portion asrepresenting ownership of not only REMIC UT Regular Interests, a "grantor trust" under subpart E, Part I but also ownership of subchapter J an interest in an interest rate cap contract. For purposes of determining the issue price of the CodeREMIC 2 Regular interests, the Trustee shall assume that the interest rate cap contract has a value of $5,000. The Trustee shall treat the Group 2 Carryover Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that is owned by the Class AV-IO Certificateholders and that is not an asset of the provisions hereof REMIC. The Trustee shall treat the rights of the Class AV-1, Class AV-2, Class MV-1, Class MV-2, Class BV-1 and Class BV-2 Certificateholders to receive payments from the Group 2 Carryover Reserve Fund as rights in an interest rate cap contract written by the Class AV-IO Certificateholder in favor of the Class AV-1, Class AV-2, Class MV-1, Class MV-2, Class BV-2 and Class BV-2 Certificateholders. Thus each Class AV-1, Class AV-2, Class MV-1, Class MV-2, Class BV-1 and Class BV-2 Certificate shall be interpreted consistently with this intentiontreated as representing ownership of not only REMIC 2 regular interests, but also ownership of an interest in an interest rate cap contract. In furtherance For purposes of such intentiondetermining the issue price of REMIC 2 regular interests, the Master Servicer Trustee shall file or cause to be filed with assume that the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Codeinterest rate cap contract has a value of $5,000.

Tax Matters. (a) It is intended that the assets with respect to which any the REMIC election is elections are to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” REMICs as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Tax Matters Person covenants and agrees that it shall act as agent (and the Master Servicer Tax Matters Person is hereby appointed to act as agent) on behalf of each such REMIC and that in such capacity it shall: : (ai) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to each such REMICREMIC (including IRS Form 8811, or any successor form adopted by the Internal Revenue Service, in the time and manner specified in Treasury Regulation Section 1.6049-7(b)(1)), containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rulesrules and prepare, and furnish or cause to be furnished prepared, and make available, or cause to be made available, to the Certificateholders and the Securities Administrator the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (binformation described in Treasury Regulation Section 1.6049-7(e)(2) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at in the time or times and manner specified in the manner required by the Code; Treasury Regulation Section 1.6049-7(e)(3); (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (dii) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonNon-Permitted Transferee, or a pass-through entity in which a Non-Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary Statement; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (liii) pay, from the sources specified in the last paragraph of this Section 9.11or cause to be paid, the amount of any federal federal, state or state local tax, including prohibited transaction taxes as described below, imposed on any such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Tax Matters Person, on behalf of the Trustee, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Tax Matters Person, on behalf of the Trustee, from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (miv) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (nv) maintain maintain, or cause to be maintained, records relating to any such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the fair market value and adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d; and (vi) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent represent, or arrange for the related representation of, any such REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of any such REMIC, and otherwise act on behalf of any such REMIC in relation to any tax matter or controversy involving it. In order The Securities Administrator covenants and agrees that it shall (i) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders, the NIMS Insurer, if any, the Internal Revenue Service and, if necessary, state tax authorities, all information returns on IRS Form 1099 as and when required to be provided to them in accordance with the REMIC Provisions; (ii) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status of each REMIC created hereunder under the REMIC Provisions; and (iii) not knowingly or intentionally take any action or omit to take any action that would cause an Adverse REMIC Event. To enable the Master Servicer Tax Matters Person, on behalf of the Trustee, to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Tax Matters Person within ten (10) 10 days after the Closing Date all information or data that the Master Servicer Tax Matters Person requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Tax Matters Person promptly upon written request therefor, any such additional information or data that the Master Servicer Tax Matters Person may, from time to time, reasonably request in order to enable the Master Servicer Tax Matters Person to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer Tax Matters Person for any losses, liabilities, damages, claims or expenses of the Master Servicer Tax Matters Person arising from any errors or miscalculations of the Master Servicer Tax Matters Person that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Tax Matters Person on a timely basis. In The indemnification of this subsection shall survive the event termination of this Agreement and the resignation or removal of the Tax Matters Person. Each of the Tax Matters Person, the Depositor and the Servicer covenants and agrees that (i) it shall, to the extent such matters are under its control, conduct matters relating to the assets of the Trust Fund at all times that any tax Certificates are outstanding so as to maintain the status of each REMIC created hereunder under the REMIC Provisions (and, with respect to matters that are under its control and which are otherwise required to be performed by the Tax Matters Person pursuant to this Agreement, the Tax Matters Person shall maintain the treatment of each of the Basis Risk Reserve Fund and the Supplemental Interest Trust and the rights with respect to payments from each of the Basis Risk Reserve Fund and the Supplemental Interest Trust as provided in paragraph (b) below), and (ii) it shall not knowingly or intentionally take any action or omit to take any action that would cause an Adverse REMIC Event. (b) The Tax Matters Person shall treat each of the Basis Risk Reserve Fund and the Supplemental Interest Trust as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is imposed on “prohibited transactions” owned by the Holders of the Class X Certificates and that is not an asset of any REMIC hereunder and all amounts deposited into the Basis Risk Reserve Fund or the Supplemental Interest Trust shall be treated as defined in Section 860F(a)(2amounts distributed to the Class X Certificateholders. (c) The Tax Matters Person shall treat the Owners of Certificates (other than the Class P, Class X and Class R Certificates) as having entered into a notional principal contract with respect to the Owners of the CodeClass X Certificates. Pursuant to each such notional principal contract, all Owners of LIBOR Certificates shall be treated as having agreed to pay, on each Distribution Date, to the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) Owners of the Code, on any contribution Class X Certificates an aggregate amount equal to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposedexcess, if not paid as otherwise provided for hereinany, such tax shall be paid by of (i) the Master Servicer, amount payable on such Distribution Date on the Trustee or interest in the Trust Administrator, respectively, if any Upper Tier REMIC corresponding to such other tax arises out Class of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, Certificates over (ii) the Transferoramount payable on such Class of Certificates on such Distribution Date (such excess, if any a “Class I Shortfall”). A Class I Shortfall payable from interest collections shall be allocated pro rata among such tax arises out Certificates based on the amount of or results interest otherwise payable to such Certificates, and a Class I Shortfall payable from principal collections shall be allocated to the Transferor’s obligation most subordinate Class of Certificates with an outstanding principal balance to repurchase a Mortgage Loan the extent of such balance. In addition, pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trusteesuch notional principal contract, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting Owner of the Class P Prepayment Charges, X Certificates shall constitute, be treated as having agreed to pay Basis Risk Shortfalls and that Unpaid Basis Risk Shortfalls to the affairs Owners of the Grantor Trust LIBOR Certificates in accordance with the terms of this Agreement. Any payments to the Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates of a Class I Shortfall shall be conducted so treated for tax purposes as having been received by the Owners of such Certificates in respect of their Interests in the Upper Tier REMIC and as having been paid by such Owners to qualify such portion asthe Supplemental Interest Trust pursuant to the notional principal contract. Thus, each LIBOR Certificate shall be treated as representing not only ownership of regular interests in the Upper Tier REMIC, but also ownership of an interest in (and obligations with respect to) a "grantor trust" under subpart Enotional principal contract. For tax purposes, Part I the notional principal contract shall be deemed to have a value of subchapter J $10,000. (d) Notwithstanding the priority and sources of payments set forth in Article IV hereof or otherwise, the Tax Matters Person shall account for all distributions on the Certificates as set forth in this section. In no event shall any payments of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls provided for in this section be treated as payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). (e) The Preliminary Statement to this Agreement sets forth the designations and “latest possible maturity date” for federal income tax purposes of all interests in each of the Code, and the provisions hereof REMICs created hereby. Each REMIC’s fiscal year shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Codecalendar year.”

Tax Matters. It is intended that the assets with respect to which any each REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumptionprepayment assumption identified in the Prospectus Supplement; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary StatementCertificates; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “"qualified mortgage” " nor a “"permitted investment” " within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “"prohibited transaction” " within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) Tax Matters Person for the Subsidiary Lower-Tier REMIC and the Holder holder of the largest Percentage Interest of the Class A-UR R Certificates shall act as “tax matters person” the Tax Matters Person for the Upper-Tier REMIC within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The ), and the Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes purpose (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person Tax Matters Person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s 's obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, Charges shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, as a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above furnished, to the Class P Certificateholders, the amount of Class P Prepayment Charges received, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a multiple “real estate mortgage investment conduitconduits” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Trustee covenants and agrees that it shall act as agent (and the Master Servicer Trustee is hereby appointed to act as agent) on behalf of such REMIC the REMICs and that in such capacity it shall: : (a) prepare, submit to the Trustee for execution, sign and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such each REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Formform, and update such information at the time or times in the manner required by the Code; ; (c) make or cause to be made elections that such each group of segregated assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); ) and apply for an employee identification number from the IRS via a Form SS-4 or any other acceptable method for all tax entities; (d) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonNon-Permitted Transferee, or a pass-through entity in which a Non-Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status of any REMIC as a REMIC under the REMIC Provisions; ; (fg) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation status of any interests in such REMIC other than as set forth in the Preliminary Statement; hereunder; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last sixth paragraph of this Section 9.118.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such any REMIC hereunder prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Trustee from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (nj) maintain records relating to such REMICthe REMICs, including but not limited to the income, expenses, assets and liabilities thereof and the fair market value and adjusted basis of the assets determined on the accrual method or at such intervals internals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d; and (k) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related any such REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such any REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of any such REMIC, and otherwise act on behalf of such REMIC the REMICs in relation to any tax matter or controversy involving it. In order to enable the Master Servicer Trustee to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee within ten (10) days after the Closing Date all information or data that the Master Servicer Trustee requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Trustee promptly upon written request therefor, therefor any such additional information or data that the Master Servicer Trustee may, from time to time, reasonably request in order to enable the Master Servicer Trustee to perform its duties as set forth herein. The Depositor DLJMC hereby indemnifies the Master Servicer Trustee for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee arising from any errors or miscalculations of the Master Servicer Trustee that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such any REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC the REMICs after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including, without limitation, any minimum tax imposed upon any REMICs pursuant to Sections 23153 and 24874 of the California Revenue and Taxation Code, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectivelyTrustee, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the TransferorSeller, in the case of any such minimum tax, if such tax arises out of or results from a breach by the Seller of any of its obligations under this Agreement or (iii) the Seller, if any such tax arises out of or results from the TransferorSeller’s obligation to repurchase a related Mortgage Loan pursuant to Section 2.02 or 2.03 or (iiiiv) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer Trustee or the Transferor Seller fails to honor its obligations under the preceding clause clauses (i), (ii) or (iii)) or a Servicer fails to honor its obligations pursuant to Section 8.15, any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b3.09(b). The parties intend that Trustee shall treat the portion beneficial owners of Certificates (other than the Trust Fund constituting Class P, Class X, Class A-IO-S, Class R-II and Class R Certificates) as having entered into a notional principal contract with respect to the Grantor Trust, consisting beneficial owners of the Class P Prepayment ChargesX Certificates. Pursuant to each such notional principal contract, all beneficial owners of Offered Certificates and the Class B-4 and Class B-5 Certificates (other than the Residual Certificates) shall constitutebe treated as having agreed to pay, on each Distribution Date, to the beneficial owners of the Class X Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the interest in the Master REMIC corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class I Shortfall”). A Class I Shortfall payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, such interest being determined by substituting the REMIC Maximum Rate for the applicable Net Funds Cap in the definition of Pass-Through Rate for such Class of Certificates, and that a Class I Shortfall payable from principal collections shall be allocated to the affairs most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the beneficial owner of the Grantor Trust Class X Certificates shall be conducted so treated as having agreed to qualify pay Basis Risk Shortfalls to the Owners of the Offered Certificates and the Class B-4 and Class B-5 Certificates (other than the Residual Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates of a Class I Shortfall shall be treated for tax purposes as having been received by the beneficial owners of such portion asCertificates in respect of their Interests in the Master REMIC and as having been paid by such beneficial owners to the Supplemental Interest Trust pursuant to the notional principal contract. Thus, each Certificate (other than a "grantor trust" Class P, Class A-IO-S, Class R-II and Class R Certificate) shall be treated as representing not only ownership of regular interests in the Master REMIC, but also ownership of an interest in (and obligations with respect to) a notional principal contract. For tax purposes, the notional principal contract shall be deemed to have a value in favor of the Certificates entitled to receive Basis Risk Shortfalls of $10,000.00 as of the Closing Date. Notwithstanding the priority and sources of payments set forth in Article IV hereof or otherwise, the Trustee shall account for all distributions on the Certificates as set forth in this Section 8.11. In no event shall any payments of Basis Risk Shortfalls provided for in this Section 8.11 be treated as payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). The Trustee, the Servicer and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under subpart Ethe REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, Part I the Servicers nor the Holder of subchapter J any Residual Certificate shall knowingly take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee and the Servicers have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. With respect to WFBNA, such Opinion of Counsel may be provided by internal counsel, provided that, the delivery of such Opinion of Counsel shall not release WFBNA from any of its obligations hereunder and WFBNA shall be responsible for such contemplated actions or inaction, as the case may be, to the extent it conflicts with the terms of this Agreement. Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the provisions hereof shall be interpreted consistently related REMIC. The Trustee shall, for federal income tax purposes, maintain books and records with this intentionrespect to each REMIC created hereunder on a calendar year and on an accrual basis. In furtherance of such intention, the Master Servicer shall file or cause to be filed with The Trustee will apply for an Employee Identification Number from the Internal Revenue Service together with via a Form 1041 SS-4 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Codeacceptable method for all tax entities.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary StatementCertificates; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(ivi) (iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-non Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary StatementCertificates; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “"qualified mortgage” " nor a “"permitted investment” " within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “"prohibited transaction” " within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder Holders of the largest Percentage Interest of the Class A-R and Class A-LR Certificates shall act as “"tax matters person” " for each of the Upper-Tier REMIC and the Lower-Tier REMIC, respectively, within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC ), and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or and Class A-UR Certificateholder R Certificateholders for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s 's obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, Charges shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, as a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above furnished, to the Class P Certificateholders, the amount of Class P Prepayment Charges received, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any each REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such each REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumptionprepayment assumption identified in the Prospectus Supplement; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-non Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary StatementCertificates; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class AR-LR X Certificates shall act as “tax matters person” Tax Matters Person for the Class C and Class P REMICs. The holder of the largest percentage interest in the Class R Certificates shall act as Tax Matters Person for each remaining REMIC, in each case, within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement). The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes purpose (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person Tax Matters Person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, Trust Fund shall constitute, and that the conduct affairs of matters relating to such assets the Trust Fund shall be such as to qualify such assets conducted so that each REMIC formed hereunder qualifies as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Securities Administrator covenants and agrees that it shall act as agent (and the Master Servicer Securities Administrator is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: the Trust Fund. The Trustee and/or the Securities Administrator, as agent on behalf of the Trust Fund, shall do or refrain from doing, as applicable, the following: (a) prepare, submit to the Trustee for execution, Securities Administrator shall prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return Returns (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to each such REMIC, REMIC containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) the Securities Administrator shall apply for an Employee Identification Number from employer identification number with the Internal Revenue Service via a Form SS-4 or other acceptable comparable method for such each REMIC that is or becomes a taxable entity, and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; Code for the Trust Fund; (c) the Trustee shall make or cause to be made elections that such assets elections, on behalf of each REMIC formed hereunder to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year (and, if necessary, under applicable state law); ; (d) the Securities Administrator shall prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) the Securities Administrator shall provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonPerson that is not a Permitted Transferee, or a pass-through entity in which a Person that is not a Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) each of the Securities Administrator and the Trustee shall, to the extent that they are under its control, conduct matters relating to such assets the affairs of the Trust Fund at all times that any Certificates are outstanding so as to maintain the status of each REMIC formed hereunder as a REMIC under the REMIC Provisions; ; (fg) not neither the Trustee nor the Securities Administrator shall knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation status of any interests in such REMIC other than as set forth in the Preliminary Statement; formed hereunder; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) Trustee shall pay, from the sources specified in the last penultimate paragraph of this Section 9.1110.12, as directed by the Securities Administrator in its Remittance Report, the amount of any federal or federal, state taxand local taxes, including prohibited transaction taxes as described below, imposed on such any REMIC formed hereunder prior to its the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee, the Securities Administrator at the written request of the Trustee, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Securities Administrator from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that the Trustee shall sign or cause to be signed federal, state or local income tax or information returns shall be signed or any other document prepared by the Trustee or such other Person as may be required Securities Administrator pursuant to sign such returns this Section 10.12 requiring a signature thereon by the Code or state or local laws, regulations or rulesTrustee; and (nj) the Securities Administrator shall maintain records relating to such REMIC, each REMIC formed hereunder including but not limited to the income, expenses, assets and liabilities thereof of each such REMIC and the adjusted basis of the assets Trust Fund property determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of ; (k) the largest Percentage Interest of Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to the Class A-LR Certificates shall act as “tax matters person” within REMICs on a calendar year and on an accrual basis; (l) neither the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if Trustee nor the Master Servicer is shall enter into any arrangement not so permitted, such Holder shall be otherwise provided for in this Agreement by which the tax matters person REMICs will receive a fee or other compensation for services nor permit the REMICs to receive any income from assets other than "qualified mortgages" as defined in accordance with Section 860G(a)(3) of the REMIC Provisions). In such capacity, Code or "permitted investments" as defined in Section 860G(a)(5) of the Master Servicer shall, Code; and (m) as and when necessary and appropriate, the Trustee, or at the written request of the Trustee, the Securities Administrator, shall represent the related REMIC Trust Fund in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMICany REMIC formed hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMICthe Trust Fund, and otherwise act on behalf of such each REMIC formed hereunder in relation to any tax matter or controversy involving itany such REMIC. In order to enable each of the Master Servicer Trustee and the Securities Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee or the Securities Administrator within ten (10) 10 days after the Closing Date all information or data that the Master Servicer Trustee or the Securities Administrator requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Trustee or the Securities Administrator promptly upon written request therefor, any such additional information or data that the Master Servicer Trustee or the Securities Administrator may, from time to time, reasonably request in order to enable the Master Servicer Trustee or the Securities Administrator to perform its duties as set forth herein. The Depositor hereby indemnifies each of Trustee and the Master Servicer Securities Administrator for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee or the Securities Administrator arising from any errors or miscalculations of the Master Servicer Trustee or the Securities Administrator, as applicable, that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee or the Securities Administrator, as applicable, on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any of REMIC hereunder I, REMIC II or REMIC III as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such REMIC the Trust Fund as defined in Section 860G(c) of the Code, on any contribution to such any of REMIC I, REMIC II or REMIC III after the Startup Day startup day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if including, without limitation, any federal, state or local tax or minimum tax imposed upon any of REMIC I, REMIC II or REMIC III, and is not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Securities Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Securities Administrator, respectively, of any of its obligations under this Agreement, (ii) any party hereto (other than the Transferor, if Trustee or the Securities Administrator) to the extent any such other tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor any liable party hereto fails to honor its obligations under the preceding clause clauses (i), (ii) or (iiiii), any such tax will be paid first with amounts otherwise to be distributed to the Class R Certificateholders, as provided and second with amounts otherwise to be distributed to all other Certificateholders in Section 3.10(bthe following order of priority: first, to the Class B-1 Certificates and Class B-2 Certificates, on a pro rata basis, second, to the Class M-2 Certificates, third, to the Class M-1 Certificates and fourth to the Senior Certificates (pro rata based on the amounts to be distributed). The parties intend Notwithstanding anything to the contrary contained herein, to the extent that such tax is payable by the portion Holder of any Certificates, the Trust Fund constituting Trustee is hereby authorized to retain on any Distribution Date, from the Grantor Trust, consisting Holders of the Class P Prepayment ChargesR Certificates (and, shall constituteif necessary, and that second, from the affairs Holders of the Grantor Trust other Certificates in the priority specified in the preceding sentence), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. Following written notification to the Securities Administrator by the Trustee of any amount payable out of distributions to the Certificateholders pursuant to the preceding two sentences, the Securities Administrator shall be conducted so include in its Remittance Report instructions as to qualify distributions to such portion asparties taking into account the priorities described in the second preceding sentence. The Securities Administrator, a "grantor trust" under subpart Eon written request by the Trustee, Part I of subchapter J agrees to promptly notify in writing the party liable for any such tax of the Code, amount thereof and the provisions hereof shall be interpreted consistently with this intentiondue date for the payment thereof. In furtherance of such intention, The Trustee and the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P CertificateholdersSecurities Administrator each agree that, in the time or times event it should obtain any information necessary for the other party to perform its obligations pursuant to this Section 10.12, it will promptly notify and provide such information to such other party. Notwithstanding anything in this Agreement to the contrary, the Trustee agrees that, in the manner required by event that the CodeTrustee obtains actual knowledge that the Securities Administrator has breached any of its obligations pursuant to this Section 10.12, the Trustee shall perform such obligations on its behalf to the extent that the Trustee possesses all documents necessary to so perform and receives reasonable compensation therefor, provided, however, that the Trustee shall not be liable for any losses resulting from any such breach.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, Trust Fund shall constitute, and that the conduct affairs of matters relating to such assets the Trust Fund shall be such as to qualify such assets conducted so that each REMIC formed hereunder qualifies as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Securities Administrator covenants and agrees that it shall act as agent (and the Master Servicer Securities Administrator is hereby appointed to act as agent) on behalf of such REMIC the Trust Fund. The Trustee and that in such capacity it shall: the Securities Administrator, as agent on behalf of the Trust Fund, shall do or refrain from doing, as applicable, the following: (a) prepare, submit to the Trustee for execution, Securities Administrator shall prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return Returns (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to each such REMIC, REMIC containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) the Securities Administrator shall apply for an Employee Identification Number from employer identification number with the Internal Revenue Service via a Form SS-4 or other acceptable comparable method for such each REMIC that is or becomes a taxable entity, and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; Code for the Trust Fund; (c) the Securities Administrator shall make or cause to be made elections that such assets elections, on behalf of each REMIC formed hereunder to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year (and, if necessary, under applicable state law); ; (d) the Securities Administrator shall prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) the Securities Administrator shall provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonPerson that is not a Permitted Transferee, or a pass-through entity in which a Person that is not a Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) the Securities Administrator and the Trustee shall, to the extent that they are under its control, conduct matters relating to such assets the affairs of the Trust Fund at all times that any Certificates are outstanding so as to maintain the status of each REMIC formed hereunder as a REMIC under the REMIC Provisions; ; (fg) not neither the Trustee nor the Securities Administrator shall knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation status of any interests in such REMIC other than as set forth in the Preliminary Statement; formed hereunder; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) Securities Administrator shall pay, from the sources specified in the last paragraph of this Section 9.119.12, the amount of any federal or federal, state taxand local taxes, including prohibited transaction taxes as described below, imposed on such any REMIC formed hereunder prior to its the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Securities Administrator or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Securities Administrator from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that the Trustee shall sign federal, state or local income tax or information returns shall be signed or any other document prepared by the Trustee or such other Person as may be required Securities Administrator pursuant to sign such returns this Section 9.12 requiring a signature thereon by the Code or state or local laws, regulations or rulesTrustee; and (nj) the Securities Administrator shall maintain records relating to such REMIC, each REMIC formed hereunder including but not limited to the income, expenses, assets and liabilities thereof of each such REMIC and the adjusted basis of the assets Trust Fund property determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder ; (k) the Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to the REMICs on a calendar year and on an accrual basis; (l) neither the Trustee nor the Securities Administrator shall enter into any arrangement not otherwise provided for in this Agreement by which the REMICs will receive a fee or other compensation for services nor permit the REMICs to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the largest Percentage Interest Code or “permitted investments” as defined in Section 860G(a)(5) of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(dCode; and (m) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, the Securities Administrator shall represent the related REMIC Trust Fund in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMICany REMIC formed hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMICthe Trust Fund, and otherwise act on behalf of such each REMIC formed hereunder in relation to any tax matter or controversy involving itany such REMIC. In order to enable the Master Servicer Securities Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Securities Administrator within ten (10) 10 days after the Closing Date all information or data that the Master Servicer Securities Administrator requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Securities Administrator promptly upon written request therefor, any such additional information or data that the Master Servicer Trustee may, from time to time, reasonably request in order to enable the Master Servicer Securities Administrator to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer Securities Administrator for any losses, liabilities, damages, claims or expenses of the Master Servicer Securities Administrator arising from any errors or miscalculations of the Master Servicer Securities Administrator that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Securities Administrator on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC the Trust Fund as defined in Section 860G(c) of the Code, on any contribution to such any REMIC after the Startup Day startup day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if including, without limitation, any federal, state or local tax or minimum tax imposed upon any REMIC and is not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Securities Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, Securities Administrator of any of its obligations under this AgreementSection, (ii) any party hereto (other than the Transferor, if Securities Administrator) to the extent any such other tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor any liable party hereto fails to honor its obligations under the preceding clause clauses (i), (ii) or (iiiii), any such tax will be paid first with amounts otherwise to be distributed to the Residual Certificateholders, as provided and second with amounts otherwise to be distributed to all other Certificateholders in Section 3.10(bthe following order of priority: first, to the Subordinate Certificates in reverse numerical order, and second, to the Senior Certificates (pro rata based on the amounts to be distributed). The parties intend Notwithstanding anything to the contrary contained herein, to the extent that such tax is payable by the portion Holder of any Certificates, the Securities Administrator is hereby authorized to retain on any Distribution Date, from the Holders of the Trust Fund constituting Residual Certificates (and, if necessary, second, from the Grantor Trust, consisting Holders of the Class P Prepayment Chargesother Certificates in the priority specified in the preceding sentence), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. The Securities Administrator shall constitute, and that include in its Remittance Report instructions as to distributions to such parties taking into account the affairs priorities described in the second preceding sentence. The Securities Administrator agrees to promptly notify in writing the party liable for any such tax of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, amount thereof and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, due date for the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Codepayment thereof.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepareThe Sponsor, submit and each Limited Shareholder by virtue of its purchase of Shares in a Fund, (i) express their intent that the Shares of such Fund qualify under applicable tax law as interests in a partnership, and (ii) agree to file U.S. federal, state and local income, franchise and other tax returns in a manner that is consistent with the treatment of such Fund as a partnership in which each of the Shareholders thereof is a partner. The Tax Matters Partner, the Partnership Representative and the Shareholders (as appropriate) will make or refrain from making any tax elections to the Trustee extent necessary to obtain treatment consistent with the foregoing. The Sponsor shall not be liable to any Person for executionthe failure of any Fund to qualify as a partnership under the Code or any comparable provision of the laws of any State or other jurisdiction where such treatment is sought. (b) The Sponsor shall obtain a separate federal taxpayer identification number for each Fund prior to the commencement of the Fund’s operations. The Sponsor, and fileat its expense, shall prepare or cause to be prepared all federal, state, and filed, in local tax returns of a Fund for each year for which such returns are required to be filed and shall timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared timely filed such returns and filed timely pay or cause to be timely paid, out of the Trust Estate of such Fund, any taxes, assessments or other governmental charges owing with respect to the Internal Revenue Service Fund. The Trustee and applicable state the Administrator shall promptly notify the Sponsor if it becomes aware that any tax, assessment or local tax authorities other governmental charge is due or claimed to be due with respect to a Fund. The Sponsor shall deliver or cause to be delivered to each Limited Shareholder of a Fund and the broker or nominee through which a Limited Shareholder owns its Shares an IRS Schedule K-1 and such other information, if any, with respect to the Fund as may be necessary for the preparation of the federal income tax or information returns of such Limited Shareholder, including a statement showing the Limited Shareholder’s share of the Fund’s items of income, gain, loss, expense, deduction and credit for each the Fiscal Year for federal income tax purposes, as soon as practicable after the last day of the Fiscal Year but not later than March 15 of the following year. (c) Except as provided herein, the Tax Matters Partner for taxable year with respect years beginning prior to such REMICJanuary 1, containing such information 2018 and at the times and Partnership Representative for taxable years beginning on or after January 1, 2018 may, in the manner as may be required by the Code or state or local tax lawsits sole discretion, regulationscause a Fund to make, or rulesrefrain from making, and furnish any tax elections that the Tax Matters Partner or cause the Partnership Representative, as applicable, reasonably deems necessary or advisable, including, but not limited to, an election pursuant to be furnished to Certificateholders Section 754 of the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption;Code. (bi) apply for an Employee Identification Number from Each Limited Shareholder of a Share in a Fund, by its acceptance or acquisition of a beneficial interest therein, agrees to furnish the Internal Revenue Service via Form SS-4 Sponsor with such representations, forms, documents or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by necessary to enable such FormFund to comply with its U.S. federal income tax reporting obligations in respect of such Share, and update such information at including an Internal Revenue Service Form W-9 (or the time or times substantial equivalent thereof) in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer case of a Residual Certificate to Limited Shareholder that is a Person United States person within the meaning of the Code or an Internal Revenue Service Form W-8BEN or other applicable form in the case of a Limited Shareholder that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofUnited States person. The Fund shall file any required forms with applicable jurisdictions and, or unless an agent (including exemption from withholding and backup withholding tax is properly established by a brokerLimited Shareholder, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged shall remit amounts withheld with respect to the Person liable for such tax);Limited Shareholder to the applicable tax authorities. (eii) to To the extent that they are under its controlthe Sponsor reasonably believes that the Fund is required to withhold and pay over any amounts (including taxes, conduct matters relating interest, penalties, assessments or additions to tax) to any tax authority with respect to distributions, allocations or adjustments to any Limited Shareholder, the Fund may withhold such amounts and treat the amounts withheld as distributions of cash to the Limited Shareholder in the amount of the withholding and reduce the amount of cash or other property otherwise distributable to such assets at all times that Limited Shareholder. If an amount required to be withheld was not withheld, the Fund may reduce subsequent distributions to such Limited Shareholder by the amount of such required withholding. In the event of any Certificates are outstanding so as claimed over-withholding, Limited Shareholders shall be limited to maintain an action against the status as a REMIC under the REMIC Provisions;applicable jurisdiction. (fiii) not knowingly or intentionally take Notwithstanding any action or omit other provision of this Trust Agreement, the Sponsor is authorized to take any action that would may be required to cause the termination Trust or Funds to comply with any withholding requirements established under the Code or any other federal, state, local or foreign law including pursuant to sections 1441, 1442, 1445 and 1446 of the REMIC status;Code. To the extent that the Trust or a Fund is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation, distribution or adjustment of income to any Shareholder (including by reason of section 1446 of the Code), the Sponsor may treat the amount withheld as a distribution of cash to such Shareholder for purposes of this Trust Agreement in the amount of such withholding. Any increase or decrease in withholding tax incurred by the Trust or a Fund resulting from the identity, nationality, residence or status of a Shareholder shall be allocable to and reduce the distributions of such Shareholder. (ge) not permit By its acceptance of a beneficial interest in a Share, a Limited Shareholder waives all confidentiality rights, including all confidentiality rights provided by Section 3406(f) of the creation of Code and Treasury Regulations section 31.3406(f)-1, with respect to any interests representations, forms, documents or information, and any information contained in such REMIC representations, forms or documents, that the Shareholder provides, or has previously provided, to any broker or nominee through which it owns its Shares, to the extent such representations, forms, documents or information may be necessary to enable the Fund to comply with its withholding tax and backup withholding tax and information reporting obligations or to satisfy any other than as legal requirements with respect to the Shares. Furthermore, the parties hereto, and by its acceptance or acquisition of a beneficial interest in a Share, a Limited Shareholder, acknowledge and agree that any broker or nominee through which a Limited Shareholder holds its Shares shall be a third party beneficiary to this Trust Agreement for the purposes set forth in the Preliminary Statement; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement);Section 1.6. (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) payFor taxable years beginning before January 1, from the sources specified in the last paragraph of this Section 9.112018, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior Sponsor is specifically authorized to its termination when and act as the same “Tax Matters Partner” under the Code for each Fund and in any similar capacity under state or local law. The Tax Matters Partner shall be due have the authority without any further consent of Fund Shareholders being required (except as specifically required herein) to make any and payable (but such obligation shall not prevent the Master Servicer or all elections for federal, state, local, and foreign tax purposes including any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such taxelection, if permitted by applicable law: (i) to make the election provided for in Code Section 6231(a)(1)(B)(ii), pending (ii) to adjust the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the Fund’s assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent Code Sections 754, 734(b) and 743(b) or comparable provisions of such Class A-LR state, local, or Class A-UR Certificateholder for such purposes foreign law, in connection with transfers of Shares and distributions; (or if iii) to extend the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations for assessment of tax deficiencies against the Shareholders with respect to adjustments to the Fund’s federal, state, local, or foreign tax returns; and (iv) to the extent provided in Code Sections 6221 through 6231 and similar provisions of federal, state, local, or foreign law, to represent the Fund and its Shareholders before taxing authorities or courts of competent jurisdiction in tax matters affecting the Fund or the Shareholders in their capacities as Shareholders and to file any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Shareholders with respect to such tax matters or otherwise affect the rights of the Fund and its Shareholders. (ii) For taxable years beginning on or after January 1, 2018, the Sponsor is specifically authorized to act as the “Partnership Representative” for each Fund (at the Fund’s expense) and in any tax item of such REMICsimilar capacity under state, and otherwise act on behalf of such REMIC in relation to any tax matter local or controversy involving itforeign law. In order to enable its capacity as the Master Servicer to perform its duties as set forth hereinPartnership Representative, the Depositor Sponsor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date exercise any and all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices authority of the Certificates“partnership representative” under the Code, including, without limitation, the priceauthority to make any available elections, yield, prepayment assumption and projected cash flows including an election under section 6226 of the Certificates Code to pass any tax adjustment through to the persons who were Shareholders of the relevant Fund in the year to which the adjustment relates, to represent or otherwise act on behalf of the relevant Fund in any examination of the Fund’s affairs by any taxing authority, including resulting administrative and judicial proceedings, and to bind the relevant Fund and its Shareholders with respect to any applicable tax matters. The Partnership Representative may expend funds for professional services and costs associated therewith, which shall be borne by, or reimbursed by, the applicable Fund. To the extent that a Fund or the Trust incurs any liability for tax under section 6225 of the Code as the result of any “imputed underpayment,” (A) the amount of such tax liability, including any interest or penalties related thereto, shall be allocated by the Sponsor among the Shareholders in an equitable manner as determined by the Sponsor in its sole discretion and (B) the amount of such tax liability allocated to a Shareholder in accordance with (A) shall be treated as a withholding of tax subject to Section 1.6(d) of this Trust Agreement. Each Shareholder agrees to cooperate with the Partnership Representative and to do or refrain from doing any and all things reasonably requested by the Sponsor in its capacity as the Partnership Representative. This obligation shall continue after such Shareholder transfers, redeems or liquidates any or all of its Shares in a given Fund. Each Shareholder (or former Shareholder) agrees to indemnify the applicable Fund for any taxes (and related interest, penalties, or other charges or expenses) payable by the Fund and attributable to such Shareholder’s (or former Shareholder’s) interest in the Fund, as reasonably determined by the Sponsor. No Shareholder shall have any claim against the Trust, a Fund, the Sponsor, or the Partnership Representative for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Fund in connection with a tax audit of a Fund. The foregoing obligations shall survive the withdrawal of any Shareholder and the Mortgage Loans. Thereafterdissolution and liquidation of the relevant Fund, the Depositor shall provide or both. (g) By its acceptance of a beneficial interest in a Share of a Fund, a Limited Shareholder agrees to the Master Servicer promptly upon written request therefor, designation of the Sponsor as the initial Tax Matters Partner of the Fund and the initial Partnership Representative of the Fund. Each Shareholder agrees to take any further action as may be required by regulation or otherwise to effectuate such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth hereindesignation. The Depositor hereby indemnifies Tax Matters Partner or Partnership Representative, as the Master Servicer for any lossescase may be, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor a Fund shall be authorized to provideexercise all rights and responsibilities conferred upon a Tax Matters Partner, or to cause to Partnership Representative, as the case may be provided, accurate information or data to under the Master Servicer on a timely basis. In Code and the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution applicable Treasury Regulations with respect to such REMIC after the Startup Day pursuant to Section 860G(d) of the CodeFund, or any other tax is imposedincluding, if not paid as otherwise provided for herein, such tax shall be paid by without limitation: (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such handling all audits and other tax arises out of or results from a breach administrative proceedings conducted by the Master Servicer, IRS with respect to the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, Fund; (ii) extending the Transferor, if any such statute of limitations with respect to the Fund’s partnership tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or returns; (iii) in all other cases, or entering into a settlement with the IRS with respect to the Fund’s partnership items on behalf of those Limited Owners having less than a 1% interest in the event Fund; and (iv) filing a petition or complaint with an appropriate U.S. federal court for review of a final partnership administrative adjustment. (h) The Sponsor shall maintain all books, records and supporting documents that the Trustee, the are necessary to comply with any and all aspects of its duties under this Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the CodeAgreement.

Tax Matters. It is intended that the assets with respect to which any the REMIC election is elections are to be made, as set forth in the Preliminary StatementSchedule III, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as REMICs as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of each such REMIC and that in such capacity it shall: : (a) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to each such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders Holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; ; (c) make or cause to be made REMIC elections that such assets be treated as a REMIC directed in Schedule III on the federal tax return returns for its each such REMIC’s first taxable year (and, if necessary, under applicable state law); ; (d) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the prepayment assumption and any information returns due to payments from the Excess Reserve Fund Account and the Supplemental Interest Trust; (e) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonNon-Permitted Transferee, or a pass-through entity in which a Non-Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) to the extent that they are under its control, control conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a of each REMIC created hereunder under the REMIC Provisions; ; (fg) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the an Adverse REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary Statement; Event; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.11, pay the amount of any federal federal, state or state local tax, including prohibited transaction taxes as described below, imposed on any such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (nj) maintain records relating to any such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the fair market value and adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d; and (k) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related any such REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of any such REMIC, and otherwise act on behalf of any such REMIC in relation to any tax matter or controversy involving it. In order to To enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In The Depositor, the event Servicer and the Trustee covenant and agree that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicerthey shall, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholdersextent that they are under their control, as provided in Section 3.10(b). The parties intend that conduct matters relating to the portion assets of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and at all times that the affairs of the Grantor Trust shall be conducted any Certificates are outstanding so as to qualify such portion asmaintain the status of each REMIC created hereunder under the REMIC Provisions (and, a "grantor trust" with respect to matters that are under subpart Eits control and which are otherwise required to be performed by the Trustee pursuant to this Agreement, Part I of subchapter J the Trustee shall maintain the treatment of the CodeExcess Reserve Fund Account and the rights with respect to payments from the Excess Reserve Fund Account as provided in paragraph (b) below), and the provisions hereof (ii) they shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file not knowingly or intentionally take any action or omit to take any action that would cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Codean Adverse REMIC Event.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, Trust Fund shall constitute, and that the conduct affairs of matters relating to such assets the Trust Fund shall be such as to qualify such assets conducted so that each REMIC formed hereunder qualifies as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Securities Administrator covenants and agrees that it shall act as agent (and the Master Servicer Securities Administrator is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: the Trust Fund. The Securities Administrator, as agent on behalf of the Trust Fund, shall do or refrain from doing, as applicable, the following: (a) prepare, submit to the Trustee for execution, Securities Administrator shall prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return Returns (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to each such REMIC, REMIC containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish furnish, or cause to be furnished furnished, to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) the Securities Administrator shall apply for an Employee Identification Number from employer identification number with the Internal Revenue Service via a Form SS-4 or other acceptable comparable method for such each REMIC that is or becomes a taxable entity, and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person Person that the holders Holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; Code for the Trust Fund; (c) make the Securities Administrator on behalf of the Trustee shall make, or cause to be made elections that such assets elections, on behalf of each REMIC formed hereunder to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year (and, if necessary, under applicable state law); ; (d) the Securities Administrator shall prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) the Securities Administrator shall provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonPerson that is not a Permitted Transferee, or a pass-through entity in which a Person that is not a Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) each of the Securities Administrator and the Trustee shall, to the extent that they are under its control, conduct matters relating to such assets the affairs of the Trust Fund at all times that any Certificates are outstanding so as to maintain the status of each REMIC formed hereunder as a REMIC under the REMIC Provisions; ; (fg) not neither the Trustee nor the Securities Administrator shall knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation status of any interests in such REMIC other than as set forth in the Preliminary Statement; formed hereunder; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) Securities Administrator shall pay, from the sources specified in the last penultimate paragraph of this Section 9.1110.12, the amount of any federal or federal, state taxand local taxes, including prohibited transaction taxes as described below, imposed on such any REMIC formed hereunder prior to its the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Securities Administrator or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Securities Administrator from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that the Trustee shall sign or cause to be signed federal, state or local income tax or information returns shall be signed or any other document prepared by the Trustee or such other Person as may be required Securities Administrator pursuant to sign such returns this Section 10.12 requiring a signature thereon by the Code or state or local laws, regulations or rulesTrustee; and (nj) the Securities Administrator shall maintain records relating to such REMIC, each REMIC formed hereunder including but not limited to the income, expenses, assets and liabilities thereof of each such REMIC and the adjusted basis of the assets Trust Fund property determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder ; (k) the Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to the REMICs on a calendar year and on an accrual basis; (l) none of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacityTrustee, the Master Servicer shall, or the Securities Administrator shall enter into any arrangement not otherwise provided for in this Agreement by which the REMICs will receive a fee or other compensation for services nor permit the REMICs to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code; and (l) as and when necessary and appropriate, the Securities Administrator, at the expense of the Trust Fund, shall represent the related REMIC Trust Fund in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMICany REMIC formed hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMICthe Trust Fund, and otherwise act on behalf of such each REMIC formed hereunder in relation to any tax matter or controversy involving itany such REMIC. In order to enable each of the Master Servicer Trustee and the Securities Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee or the Securities Administrator within ten (10) 10 days after the Closing Date all information or data that the Master Servicer Trustee or the Securities Administrator requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Trustee or the Securities Administrator promptly upon written request therefor, any such additional information or data that the Master Servicer Trustee or the Securities Administrator may, from time to time, reasonably request in order to enable the Master Servicer Trustee or the Securities Administrator to perform its duties as set forth herein. The Depositor hereby indemnifies each of the Master Servicer Trustee and the Securities Administrator for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee or the Securities Administrator arising from any errors or miscalculations of the Master Servicer Trustee or the Securities Administrator that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee or the Securities Administrator, as applicable, on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any of REMIC hereunder I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII or REMIC VIII as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC the Trust Fund as defined in Section 860G(c) of the Code, on any contribution to such any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII or REMIC VIII after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if including, without limitation, any federal, state or local tax or minimum tax imposed upon any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII or REMIC VIII, and is, in each case, attributable to activities related to REMIC I or Loan Group I and is not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee Servicer or the Trust Securities Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee Servicer or the Trust Administrator, respectively, Securities Administrator of any of its obligations under this Agreement, provided, however, in no event shall the Master Servicer or the Securities Administrator have any liability (1) for any action or omission that is taken in accordance with and compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any losses other than arising out of a negligent performance by the Master Servicer or the Securities Administrator of its duties and obligations set forth herein, or (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates), (ii) any party hereto (other than the Transferor, if Master Servicer or the Securities Administrator) to the extent any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor any liable party hereto fails to honor its obligations under the preceding clause clauses (i), (ii) or (iiiii), the Group I Certificateholders in the following manner: any such tax will be paid first with amounts otherwise to be distributed to the CertificateholdersClass I-R Certificateholders (pro rata) and second, with amounts otherwise to be distributed to the Holders of the following other Group I Certificates in the following order of priority: first, to the Class I-B-4 Certificates, second, to the Class I-B-3 Certificates, third, to the Class I-B-2 Certificates, fourth, to the Class I-B-1 Certificates, fifth, to the the Class I-M-6 Certificates, sixth, to the Class I-M-5 Certificates, seventh, to the Class I-M-4 Certificates, eighth, to the Class I-M-3 Certificates, ninth, to the Class I-M-2 Certificates, tenth, to the Class I-M-1 Certificates, and eleventh, to the Class I-A Certificates. In the event that any tax is imposed on “prohibited transactions” of any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII or REMIC VIII as provided defined in Section 3.10(b). The parties intend that 860F(a)(2) of the portion Code, on the “net income from foreclosure property” of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J defined in Section 860G(c) of the Code, on any contribution to any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII or REMIC VIII after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including, without limitation, any federal, state or local tax or minimum tax imposed upon any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII or REMIC VIII, and is, in each case, attributable to activities related to REMIC II or Loan Group II and is not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer or the Securities Administrator, if any such tax arises out of or results from a breach by the Master Servicer or the Securities Administrator of any of its obligations under this Agreement, provided, however, in no event shall the Master Servicer or the Securities Administrator have any liability (1) for any action or omission that is taken in accordance with and compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any losses other than arising out of a negligent performance by the Master Servicer or the Securities Administrator of its duties and obligations set forth herein, or (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates), (ii) any party hereto (other than the Master Servicer or the Securities Administrator) to the extent any such tax arises out of or results from a breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that any liable party hereto fails to honor its obligations under the preceding clauses (i) or (ii), the Group II Certificateholders in the following manner: any such tax will be paid first with amounts otherwise to be distributed to the Class II-R, Class I-R-2 and Class I-R-3 Certificateholders (pro rata) and second, with amounts otherwise to be distributed to the Holders of the following other Group II Certificates in the following order of priority: first, to the Class II-B-4 Certificates, second, to the Class II-B-3 Certificates, third, to the Class II-B-2 Certificates, fourth, to the Class II-B-1 Certificates, fifth, to the Class II-M-6 Certificates, sixth, to the Class II-M-5 Certificates, seventh, to the Class II-M-4 Certificates, eighth, to the Class II-M-3 Certificates, ninth, to the Class II-M-2 Certificates, tenth, to the Class II-M-1 Certificates, and eleventh, to the Class II-A Certificates (pro rata). Notwithstanding anything to the contrary contained herein, to the extent that any taxes described in the preceding two paragraphs are payable by the Holder of any Certificates (other than the Class R Certificates), the Securities Administrator is hereby authorized to retain on any Distribution Date from the Holders of the related Class R Certificates (and, if necessary, second, from the Holders of the other related Certificates in the priority specified in the preceding paragraphs), funds otherwise distributable to such Holders in an amount sufficient to pay such taxes. The Securities Administrator shall promptly notify in writing the party liable for any such tax of the amount thereof and the provisions hereof shall be interpreted consistently with this intentionDue Date for the payment thereof. In furtherance of such intentionThe Trustee, the Master Servicer shall file or cause to be filed with and the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P CertificateholdersSecurities Administrator each agree that, in the time or times event it should obtain any information necessary for the other party to perform its obligations pursuant to this Section 10.12, it will promptly notify and provide such information to such other party. Notwithstanding the foregoing, with respect to the preparation and filing of tax returns in the manner event that the right to receive payments in respect of Group I Basis Risk Shortfall Carry Forward Amounts could be treated as a partnership among the Holders of the Class I-A, Class I-M, Class I-B and Class I-C Certificates or the right to receive payments in respect of Group II Basis Risk Shortfall Carry Forward Amounts could be treated as a partnership among the Holders of the Class II-A, Class II-M, Class II-B and Class II-C Certificates, the Securities Administrator shall not be required by to prepare and file partnership tax returns on behalf of the CodeTrust Fund or portion thereof unless it receives additional reasonable compensation for the preparation of such filings and written notification from either an officer or tax counsel for the Depositor recognizing the creation of a partnership for federal income tax purposes.

Tax Matters. It is intended that each of the assets with respect to which any Master REMIC election is to be made, as set forth in the Preliminary Statement, and Subsidiary REMIC shall constitute, and that the conduct affairs of matters relating to such assets the Trust Fund shall be such conducted so as to allow both the Master REMIC and the Subsidiary REMIC to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such each of the Master REMIC and Subsidiary REMIC and that in such capacity it shall: : (a) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such each of the Master REMIC and Subsidiary REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; Code for each of the Master REMIC and Subsidiary REMIC; (c) make or cause to be made elections that such assets elections, on behalf of each of the Master REMIC and Subsidiary REMIC to be treated as a REMIC on the federal tax return of each of the Master REMIC and Subsidiary REMIC for its first taxable year (and, if necessary, under applicable state law); ; (d) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) provide information necessary for the computation of tax imposed on the transfer of a Residual Class R Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonNon-Permitted Transferee, or a pass-through entity in which a Non-Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) to the extent that they are under its control, control conduct matters relating to such assets the affairs of each of the Master REMIC and Subsidiary REMIC at all times that any Certificates are outstanding so as to maintain the status of each of the Master REMIC and Subsidiary REMIC as a REMIC under the REMIC Provisions; ; (fg) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit status of either the creation of any interests in such Master REMIC other than as set forth in or the Preliminary Statement; Subsidiary REMIC; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or federal, state taxand local taxes, including prohibited transaction taxes as described below, imposed on such each of the Master REMIC and Subsidiary REMIC prior to its the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Trustee from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that sign or cause to be signed federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rulesreturns; and (nj) maintain records relating to such each of the Master REMIC and Subsidiary REMIC, including but not limited to the income, expenses, assets and liabilities thereof of each of the Master REMIC and Subsidiary REMIC, and the fair market value and adjusted basis of the assets Trust Fund property determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d; and (k) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent each of the related Master REMIC and Subsidiary REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such each of the Master REMIC and Subsidiary REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such either the Subsidiary REMIC or the Master REMIC, and otherwise act on behalf of such either the Subsidiary REMIC or the Master REMIC in relation to any tax matter involving either the Subsidiary REMIC or the Master REMIC or controversy involving itthe Trust Fund. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) 10 days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies agrees to indemnify the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any either the Subsidiary REMIC hereunder or the Master REMIC as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such the Subsidiary REMIC or the Master REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC the Trust Fund after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, Servicer of any of its obligations under this Agreement, (ii) any party hereto (other than the Transferor, if Servicer) to the extent any such other tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor any liable party here fails to honor its obligations under the preceding clause clauses (i), (ii) or (iiiii), any such tax will be paid first with amounts otherwise to be distributed to the CertificateholdersClass R Certificateholders (pro rata), and second with amounts otherwise to be distributed to all other Certificateholders in the following order of priority: first, to the Class C Certificates (pro rata), second to the Class B Certificates (pro rata), third, to the Class M-2 Certificates (pro rata), fourth, to the Class M-1 Certificates (pro rata), and fifth, to the Class A Certificates (pro rata). Notwithstanding anything to the contrary contained herein, to the extent that such tax is payable by the Class R Certificates, the Servicer is hereby authorized to instruct the Trustee or Paying Agent, as provided in Section 3.10(b). The parties intend that applicable and the portion of Trustee or Paying Agent, as applicable is hereby authorized pursuant to such instruction to retain on any Distribution Date, from the Trust Fund constituting the Grantor Trust, consisting Holders of the Class P Prepayment ChargesR Certificates (and, shall constituteif necessary, and that second, from the affairs Holders of all other Certificates in the priority specified in the preceding sentence), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. The Servicer agrees to promptly notify in writing the party liable for any such tax of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, amount thereof and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, due date for the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Codepayment thereof.

Tax Matters. It is intended that each of the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, REMICs established hereunder shall constitute, and that the conduct affairs of matters relating to such assets the Trust Fund shall be conducted so each such REMIC shall qualify as to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Trustee covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of each such REMIC and that in such capacity it shall: : (a) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, on behalf of each REMIC, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to each such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; Code for each REMIC; (c) make or cause to be made elections that such assets elections, on behalf of each REMIC to be treated as a REMIC on the federal tax return of each REMIC for its first taxable year (and, if necessary, under applicable state law); ; (d) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonNon-Permitted Transferee, or a pass-through entity in which a Non-Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) to the extent that they are under its control, control conduct matters relating to such assets the affairs of each REMIC at all times that any Certificates are outstanding so as to maintain the status of each REMIC as a REMIC under the REMIC Provisions; ; (fg) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation status of any interests in such REMIC other than as set forth in the Preliminary Statement; each REMIC; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or federal, state taxand local taxes, including prohibited transaction taxes as described below, imposed on such REMIC the Trust Fund prior to its the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Trustee from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that sign or cause to be signed federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rulesreturns; and (nj) maintain records relating to such each REMIC, including but not limited to the income, expenses, assets and liabilities thereof of each REMIC, and the fair market value and adjusted basis of the assets property of each REMIC determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d; and (k) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such each REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such each REMIC, and otherwise act on behalf of such each REMIC in relation to any tax matter involving each REMIC or controversy involving iteach REMIC. With respect to the Lower Tier REMIC, the Trustee shall account for distributions made from the Lower Tier REMIC as made on the first day of each calendar month. In addition, the Trustee shall account for income of the Lower Tier REMIC under the all-OID method at the Net WAC Rate and shall use the aggregation method as provided in Treasury Regulation ss. 1.1275-2(c). In order to enable the Master Servicer Trustee to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee within ten (10) 10 days after the Closing Date all information or data that the Master Servicer Trustee requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Trustee promptly upon written request therefor, any such additional information or data that the Master Servicer Trustee may, from time to time, reasonably request in order to enable the Master Servicer Trustee to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer Trustee for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee arising from any errors or miscalculations of the Master Servicer Trustee that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee on a timely basis. In Except as otherwise provided in this Agreement, in the event that any tax is imposed on “"prohibited transactions” " of any REMIC hereunder the Trust Fund as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such REMIC the Trust Fund as defined in Section 860G(c) of the Code, on any contribution to such REMIC the Trust Fund after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including, without limitation, any federal, state or local tax or minimum tax imposed upon the Trust Fund if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectivelyTrustee, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the TransferorMaster Servicer or the Seller, in the case of any such minimum tax and if any such other tax arises out of or results from a breach by the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 Master Servicer or 2.03 Seller of any of their obligations under this Agreement, in that order, or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor Seller fails to honor its obligations under the preceding clause clauses (i), (ii) or (iiiii), any such tax will be paid paid, with amounts otherwise to be distributed to the Certificateholders, first by the Residual Certificates, second by the Subordinate Certificates, third by the Mezzanine Certificates, in inverse order of Class designation as provided in Section 3.10(b). The parties intend that among the portion Subordinate and Mezzanine Certificates, and, fourth, by the Senior Certificates, pro rata on the basis of the Trust Fund constituting amounts otherwise distributable thereon. Notwithstanding anything to the Grantor Trustcontrary contained herein, consisting to the extent that such tax is payable by any Class of the Certificates, the Trustee is hereby authorized to retain on any Distribution Date, first, from the Holders of the Residual Certificates, second, from the Holders of the Class P Prepayment ChargesB-3, shall constituteClass B-2 and Class B-1 Certificates, and in that order, third, from the affairs Holders of the Grantor Trust shall be conducted so as to qualify such portion asClass M-3, a "grantor trust" under subpart EClass M-2 and Class M-1 Certificates, Part I of subchapter J in that order, and, fourth, from the Holders of the CodeSenior Certificates pro rata, on the basis of the amounts otherwise distributable thereon, funds otherwise distributable to such Holders in an amount sufficient to pay such tax. The Trustee agrees to promptly notify in writing the party liable for any such tax of the amount thereof and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, due date for the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Codepayment thereof.

Tax Matters. It is intended that the assets with respect to which any either REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumptionprepayment assumption identified in the Prospectus Supplement; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary StatementCertificates; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “"qualified mortgage” " nor a “"permitted investment” " within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “"prohibited transaction” " within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR R Certificates shall act as “"tax matters person” " for each of the Upper-Tier REMIC and the Lower-Tier REMIC within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC ), and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR R Certificateholder for such purposes purpose (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any either REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee Servicer or the Trust AdministratorTrustee, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee Servicer or the Trust AdministratorTrustee, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s 's obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary Statement; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund and the Supplemental Interest Trust constituting the Grantor Trust, consisting of the Class P Prepayment ChargesCharges and the rights of the Class Y Certificates to receive payments from the Cap Reserve Fund (subject to the obligation to pay Cap Payments to the Class A-2 Certificates), shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders and the Class Y Certificateholders, in the time or times and in the manner required by the Code. The Cap Reserve Fund shall be treated as an outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that is owned by the beneficial owner of the Class Y Certificate and that is not an asset of any REMIC. The rights of the Holders of the Class A-2 Certificates to receive amounts from the Cap Reserve Fund shall be treated as rights in an interest rate cap contract written by the beneficial owner of the Class Y Certificate in favor of the beneficial owners of the Class A-2 Certificates. Thus, each Class A-2 Certificate shall be treated as representing not only ownership of a regular interest in the Master REMIC, but also ownership of an interest in an interest rate cap contract. For tax reporting purposes, the interest rate cap contract will be deemed to have a value of $10,000. If requested by the Cap Provider to avoid withholding on any payments required to be made by the Cap Provider pursuant to the Cap Contract, the Trust Administrator shall deliver to the Cap Provider a properly executed IRS Form W-8BEN or W9 or other appropriate form or documentation with respect to the Cap Contract. The Trust Administrator shall collect from the Holder of the Class Y Certificates a properly executed IRS Form W-8BEN or W9 or other appropriate form or documentation necessary for the Trust Administrator to conclude that no withholding is required on any amounts payable to the Class Y Certificate including any beneficial interest represented thereby in the Cap Contract.

Tax Matters. It is intended that the assets with respect to which any the REMIC election pertaining to the Trust Fund is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Trustee covenants and agrees that it shall act as agent (and the Master Servicer Trustee is hereby appointed to act as agent) on behalf of such the REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such the REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; ; (c) make or cause to be made elections an election that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); ; (d) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonNon-Permitted Transferee, or a pass-through entity in which a Non-Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; ; (fg) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC REMIC's status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary Statement; ; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such the REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Trustee from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (nj) maintain records relating to such the REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the fair market value and adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d; and (k) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such the REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such the REMIC, and otherwise act on behalf of such the REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer Trustee to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee within ten (10) days after the Closing Date all information or data that the Master Servicer Trustee requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Trustee promptly upon written request therefor, therefor any such additional information or data that the Master Servicer Trustee may, from time to time, reasonably request in order to enable the Master Servicer Trustee to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer Trustee for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee arising from any errors or miscalculations of the Master Servicer Trustee that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any the REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such the REMIC as defined in Section 860G(c) of the Code, on any contribution to such the REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including, without limitation, any minimum tax imposed upon the REMIC pursuant to Sections 23153 and 24874 of the California Revenue and Taxation Code, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectivelyTrustee, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the TransferorMaster Servicer or the Seller, in the case of any such minimum tax, if such tax arises out of or results from a breach by the Master Servicer or Seller of any of their obligations under this Agreement or (iii) the Seller, if any such tax arises out of or results from the Transferor’s Seller's obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iiiiv) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor Seller fails to honor its obligations under the preceding clause clauses (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b3.11(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any each REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumptionprepayment assumption identified in the Prospectus Supplement; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary StatementCertificates; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “"qualified mortgage” " nor a “"permitted investment” " within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “"prohibited transaction” " within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) Tax Matters Person for the Subsidiary Lower-Tier REMIC and the Holder holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” the Tax Matters Person for each of the Upper-Tier REMIC and the Middle-Tier REMIC, in each case, within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The ), and the Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes purpose (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person Tax Matters Person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s 's obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, ownership of the Group 6 Basis Risk Account by the Class 6-A-X Certificates (subject to the obligation to pay Group 6 Basis Risk Carry Forward Amounts) and the rights of the Class 6-A-1 certificates to receive Group 6 Basis Risk Carry Forward Amounts shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, as a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished furnished, to the Class P, Class 6-A-X and Class 6-A-1 Certificateholders, the respective amounts described above to the Class P Certificateholdersthat are received, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumptionprepayment assumption identified in the Prospectus Supplement; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary StatementCertificates; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “"qualified mortgage” " nor a “"permitted investment” " within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “"prohibited transaction” " within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder Holders of the largest Percentage Interest of the Class A-R and Class LR Certificates shall act as “tax matters person” "Tax Matters Person" for each of the Upper-Tier REMIC and the Lower-Tier REMIC, respectively, within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC ), and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or and Class A-UR Certificateholder R Certificateholders for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person Tax Matters Person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s 's obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, the rights of the Offered Certificates to receive Basis Risk Carry Forward Amounts and the rights of the Class X Certificates to receive payments from the Yield Maintenance Reserve Account (subject to the obligation to pay Basis Risk Carry Forward Amounts to the Class 1-A-1, Class 1-A-2, Class 2-A-1 and Class 2-A-3A Certificates) shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service Service, together with Form 1041 or such other form as may be applicable applicable, and shall furnish or cause to be furnished furnished, the respective amounts described above to the Class P Certificateholders, the Offered Certificateholders and the Class X Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any each REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such each REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumptionprepayment assumption identified in the Prospectus Supplement; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-non Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary StatementCertificates; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder holder of the largest Percentage Interest of percentage interest in the Class AR-LR X Certificates shall act as “tax matters person” Tax Matters Person for each of the Class C and Class P REMICs and the holder of the largest percentage interest in the Class R Certificates shall act as Tax Matters Person for each remaining REMIC, in each case, within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement). The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes purpose (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person Tax Matters Person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. For federal income tax purposes, the Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class C, Class R-X, and Class R Certificates) (the “Carryover Certificates”) as having entered into a notional principal contract with respect to the Holders of the Class C Certificates. Pursuant to each such notional principal contract, the Holder of the Class C Certificates shall be treated as having agreed to pay any interest on a Carryover Certificate to the extent such interest reflects an interest rate greater than the REMIC Maximum Rate, including any Net Rate Carryover, in accordance with the terms of this Agreement. Pursuant to each such notional principal contract, each Holder of a Carryover Certificate shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC regular interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class I Distribution Amount”). A Class I Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (i) the amount of interest otherwise payable on the REMIC regular interest corresponding to such Certificates over (ii) the amount of interest payable to such Certificates, and a Class I Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a regular interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from a Carryover Certificate of a Class I Distribution Amount shall be treated for federal income tax purposes as having been received by the Holders of such Certificates in respect of their interests in the Master REMIC and as having been paid by such Holders to the Supplemental Interest Trust pursuant to the notional principal contract. Thus, each Carryover Certificate and the Class C Certificates shall be treated as representing not only ownership of regular interests in the Master REMIC, but also ownership of an interest in, and obligations with respect to, a notional principal contract. For federal income tax purposes, the Trust Administrator shall treat such notional principal contract as having a value of $10,000 as of the Closing Date. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, Trust Fund shall constitute, and that the conduct affairs of matters relating to such assets the Trust Fund shall be such as to qualify such assets conducted so that it qualifies as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Securities Administrator covenants and agrees that it shall act as agent for so long as it is also Master Servicer (and the Master Servicer Securities Administrator is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: the Trust Fund. The Trustee and/or the Securities Administrator, as agent on behalf of the Trust Fund, shall do or refrain from doing, as applicable, the following: (a) prepare, submit to the Trustee for execution, Securities Administrator shall prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return Returns (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, the REMIC Trust containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) the Securities Administrator shall apply for an Employee Identification Number from employer identification number with the Internal Revenue Service via a Form SS-4 or other acceptable comparable method for such the REMIC Trust that is or becomes a taxable entity, and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; Code for the Trust Fund; (c) the Trustee shall make or cause to be made elections that such assets elections, on behalf of the REMIC Trust formed hereunder to be treated as a REMIC on the federal tax return of the REMIC Trust for its first taxable year (and, if necessary, under applicable state law); ; (d) the Securities Administrator shall prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) the Securities Administrator shall provide information necessary for the computation of tax imposed on the transfer of a Residual the Class R Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonPerson that is not a Permitted Transferee, or a pass-through entity in which a Person that is not a Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) each of the Securities Administrator and the Trustee shall, to the extent that they are under its control, conduct matters relating to such assets the affairs of the Trust Fund at all times that any Certificates are outstanding so as to maintain the status of the REMIC Trust as a REMIC under the REMIC Provisions; ; (fg) not neither the Trustee nor the Securities Administrator shall knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit status of the creation of any interests in such REMIC other than as set forth in the Preliminary Statement; Trust; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) Trustee shall pay, from the sources specified in the last penultimate paragraph of this Section 9.1110.12, as directed by the Securities Administrator in its Remittance Report, the amount of any federal or federal, state taxand local taxes, including prohibited transaction taxes as described below, imposed on such the REMIC Trust formed hereunder prior to its the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee, the Securities Administrator at the written request of the Trustee, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Securities Administrator from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that the Trustee shall sign or cause to be signed federal, state or local income tax or information returns shall be signed or any other document prepared by the Trustee or such other Person as may be required Securities Administrator pursuant to sign such returns this Section 10.12 requiring a signature thereon by the Code or state or local laws, regulations or rulesTrustee; and (nj) the Securities Administrator shall maintain records relating to such REMIC, the REMIC Trust including but not limited to the income, expenses, assets and liabilities thereof of the REMIC Trust and the adjusted basis of the assets Trust Fund property determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of ; (k) the largest Percentage Interest of Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to the Class A-LR Certificates shall act as “tax matters person” within REMIC Trust on a calendar year and on an accrual basis; (l) neither the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if Trustee nor the Master Servicer is shall enter into any arrangement not so permitted, such Holder shall be the tax matters person otherwise provided for in accordance with this Agreement by which the REMIC Provisions). In such capacity, Trust will receive a fee or other compensation for services nor permit the Master Servicer shall, REMIC Trust to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code; and (m) as and when necessary and appropriate, the Trustee, or at the written request of the Trustee, the Securities Administrator, shall represent the related REMIC Trust Fund in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMICany REMIC formed hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMICthe Trust Fund, and otherwise act on behalf of such each REMIC formed hereunder in relation to any tax matter or controversy involving itthe REMIC Trust. In order to enable each of the Master Servicer Trustee and the Securities Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee or the Securities Administrator within ten (10) 10 days after the Closing Date all information or data that the Master Servicer Trustee or the Securities Administrator requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption Prepayment Assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Trustee or the Securities Administrator promptly upon written request therefor, any such additional information or data that the Master Servicer Trustee or the Securities Administrator may, from time to time, reasonably request in order to enable the Master Servicer Trustee or the Securities Administrator to perform its duties as set forth herein. The Depositor hereby indemnifies each of Trustee and the Master Servicer Securities Administrator for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee or the Securities Administrator arising from any errors or miscalculations of the Master Servicer Trustee or the Securities Administrator, as applicable, that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee or the Securities Administrator, as applicable, on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any the REMIC hereunder Trust as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such REMIC the Trust Fund as defined in Section 860G(c) of the Code, on any contribution to such any of the REMIC Trust after the Startup Day startup day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if including, without limitation, any federal, state or local tax or minimum tax imposed upon any of the REMIC Trust created hereunder, and is not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Securities Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Securities Administrator, respectively, of any of its obligations under this Agreement, (ii) any party hereto (other than the Transferor, if Trustee or the Securities Administrator) to the extent any such other tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor any liable party hereto fails to honor its obligations under the preceding clause clauses (i), (ii) or (iiiii), any such tax will be paid first with amounts otherwise to be distributed to the Class R-1 Certificateholders, as provided and second with amounts otherwise to be distributed to all other Certificateholders in Section 3.10(b)the following order of priority: first, to the Class B-1 Certificates, second, to the Class M-2 Certificates, third, to the Class M-1 Certificates and fourth to the Class A-1 Certificates. The parties intend Notwithstanding anything to the contrary contained herein, to the extent that such tax is payable by the portion Holder of any Certificates, the Trust Fund constituting Trustee is hereby authorized to retain on any Distribution Date, from the Grantor Trust, consisting Holder of the Class P Prepayment ChargesR Certificates (and, shall constituteif necessary, and that second, from the affairs Holders of the Grantor Trust other Certificates in the priority specified in the preceding sentence), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. Following written notification to the Securities Administrator by the Trustee of any amount payable out of distributions to the Certificateholders pursuant to the preceding two sentences, the Securities Administrator shall be conducted so include in its Remittance Report instructions as to qualify distributions to such portion asparties taking into account the priorities described in the second preceding sentence. The Securities Administrator, a "grantor trust" under subpart Eon written request by the Trustee, Part I of subchapter J agrees to promptly notify in writing the party liable for any such tax of the Code, amount thereof and the provisions hereof shall be interpreted consistently with this intentiondue date for the payment thereof. In furtherance of such intention, The Trustee and the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P CertificateholdersSecurities Administrator each agree that, in the time or times event it should obtain any information necessary for the other party to perform its obligations pursuant to this Section 10.12, it will promptly notify and provide such information to such other party. Notwithstanding anything in this Agreement to the contrary, the Trustee agrees that, in the manner required by event that the CodeTrustee obtains actual knowledge that the Securities Administrator has breached any of its obligations pursuant to this Section 10.12, the Trustee shall perform such obligations on its behalf to the extent that the Trustee possesses all documents necessary to so perform and receives reasonable compensation therefor, provided, however, that the Trustee shall not be liable for any losses resulting from any such breach.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, Trust Fund shall constitute, and that the conduct affairs of matters relating to such assets the Trust Fund shall be such as to conducted so that REMIC 1 and REMIC 2 qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Trustee covenants and agrees that it shall act as agent (and the Master Servicer Trustee is hereby appointed to act as agent) on behalf of such REMIC the Trust Fund and that in such capacity it shall: : (a) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return Returns (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, each REMIC created hereunder containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; Code for the Trust Fund; (c) make or cause to be made elections that such assets elections, on behalf of each REMIC created hereunder to be treated as a REMIC on the federal tax return of each such REMIC for its first taxable year (and, if necessary, under applicable state law); ; (d) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) provide information necessary for the computation of tax imposed on the transfer of a Residual Class A-R Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonNon-Permitted Transferee, or a pass-through entity in which a Non-Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) to the extent that they are under its control, control conduct matters relating to such assets the affairs of the Trust Fund at all times that any Certificates are outstanding so as to maintain the status of each REMIC created hereunder as a REMIC under the REMIC Provisions; ; (fg) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation status of any interests in such REMIC other than as set forth in the Preliminary Statement; created hereunder; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or federal, state taxand local taxes, including prohibited transaction taxes as described below, imposed on such any REMIC created hereunder prior to its the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Trustee from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that sign or cause to be signed federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rulesreturns; and (nj) maintain records relating to such REMICeach REMIC created hereunder, including but not limited to the income, expenses, assets and liabilities thereof of each such REMIC, and the fair market value and adjusted basis of the assets Trust Fund property determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d; and (k) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC Trust Fund in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMICany REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMICthe Trust Fund, and otherwise act on behalf of such any REMIC created hereunder in relation to any tax matter or controversy involving itany such REMIC. In order to enable the Master Servicer Trustee to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee within ten (10) 10 days after the Closing Date all information or data that the Master Servicer Trustee requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Trustee promptly upon written request therefor, any such additional information or data that the Master Servicer Trustee may, from time to time, reasonably request in order to enable the Master Servicer Trustee to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer Trustee for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee arising from any errors or miscalculations of the Master Servicer Trustee that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any REMIC hereunder the Trust Fund as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such REMIC the Trust Fund as defined in Section 860G(c) of the Code, on any contribution to such REMIC the Trust Fund after the Startup Day startup day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including, without limitation, any federal, state or local tax or minimum tax imposed upon the Trust Fund pursuant to Sections 23153 and 24872 of the California Revenue and Taxation Code if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectivelyTrustee, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) (x) the TransferorMaster Servicer, if in the case of any such minimum tax, and (y) any party hereto (other than the Trustee) to the extent any such other tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor any liable party here fails to honor its obligations under the preceding clause clauses (i), (ii) or (iiiii), any such tax will be paid first with amounts otherwise to be distributed to the CertificateholdersClass A-R Certificateholders , as provided and second with amounts otherwise to be distributed to all other Certificateholders in Section 3.10(bthe following order of priority: first, to the Class B-2 Certificates (pro rata), second, to the Class B-1 Certificates (pro rata), third, to the Class M-2 Certificates (pro rata), fourth, to the Class M-1 Certificates (pro rata), and fifth, to the Class A-R Certificates and the Class A Certificates (pro rata). The parties intend Notwithstanding anything to the contrary contained herein, to the extent that such tax is payable by the portion of Class A-R Certificates, the Trust Fund constituting Trustee is hereby authorized to retain on any Distribution Date, from the Grantor Trust, consisting Holders of the Class P Prepayment ChargesA-R Certificates (and, if necessary, second, from the Holders of the all other Certificates in the priority specified in the preceding sentence), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. The Trustee agrees to promptly notify in writing the party liable for any such tax of the amount thereof and the due date for the payment thereof. The Trustee shall constitute, treat the Carryover Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that is owned by the Class A-IO Certificateholders and that the affairs is not an asset of the Grantor Trust REMIC. The Trustee shall treat the rights of the Class A, Class M-1, Class M-2, Class B-1 and Class B-2 Certificateholders to receive payments from the Carryover Reserve Fund as rights in an interest rate cap contract written by the Cap Contract Counterparty and Class A-IO Certificateholder with respect to the Net Rate Carryover funded by the Cap Contract and the Class A-IO Cashflow Carryover Deposit Amount, respectively, in favor of the other Certificateholders. Thus, each Certificate other than the Class A-IO shall be conducted so treated as to qualify such portion asrepresenting ownership of not only REMIC UT Regular Interests, a "grantor trust" under subpart E, Part I but also ownership of subchapter J an interest in an interest rate cap contract. For purposes of determining the issue price of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intentionREMIC 2 Regular interests, the Master Servicer Trustee shall file or cause to be filed with assume that the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Codeinterest rate cap contract has a value of $5,000.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary StatementCertificates; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC 1 and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining Subsidiary REMIC created pursuant to this Agreement2 and the Master REMIC. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any each REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumptionprepayment assumption identified in the Prospectus Supplement; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary StatementCertificates; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “"qualified mortgage” " nor a “"permitted investment” " within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “"prohibited transaction” " within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “"tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) " for the Subsidiary Lower-Tier REMIC and the Holder holder of the largest Percentage Interest of the Class A-UR R Certificates shall act as “the "tax matters person” " for each of the Upper-Tier REMIC and the Middle-Tier REMIC, in each case, within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The ), and the Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes purpose (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee Servicer or the Trust AdministratorTrustee, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee Servicer or the Trust AdministratorTrustee, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s 's obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any the REMIC election pertaining to the Trust Fund is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Trustee covenants and agrees that it shall act as agent (and the Master Servicer Trustee is hereby appointed to act as agent) on behalf of such the REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such the REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; ; (c) make or cause to be made elections an election that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); ; (d) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonNon-Permitted Transferee, or a pass-through entity in which a Non-Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; ; (fg) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary Statement; ; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such the REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Trustee from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (nj) maintain records relating to such the REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the fair market value and adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d; and (k) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such the REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such the REMIC, and otherwise act on behalf of such the REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer Trustee to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee within ten (10) days after the Closing Date all information or data that the Master Servicer Trustee requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Trustee promptly upon written request therefor, therefor any such additional information or data that the Master Servicer Trustee may, from time to time, reasonably request in order to enable the Master Servicer Trustee to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer Trustee for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee arising from any errors or miscalculations of the Master Servicer Trustee that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any the REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such the REMIC as defined in Section 860G(c) of the Code, on any contribution to such the REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including, without limitation, any minimum tax imposed upon the REMIC pursuant to Sections 23153 and 24874 of the California Revenue and Taxation Code, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectivelyTrustee, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the TransferorMaster Servicer or the Seller, in the case of any such minimum tax, if such tax arises out of or results from a breach by the Master Servicer or Seller of any of their obligations under this Agreement or (iii) the Seller, if any such tax arises out of or results from the Transferor’s Seller's obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iiiiv) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor Seller fails to honor its obligations under the preceding clause clauses (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b3.11(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepareSubject to Section 4.9(b), submit the Sponsor, and each Unitholder by virtue of its purchase of Units in a Fund, (i) express their intent that the Units of such Fund qualify under applicable tax law as interests in a partnership, and (ii) agree to file U.S. federal, state and local income, franchise and other tax returns in a manner that is consistent with the treatment of such Fund as a partnership in which each of the Unitholders thereof is a partner. The Sponsor, the Tax Representative, and the Unitholders (as appropriate) will make or refrain from making any tax elections to the Trustee extent necessary to obtain treatment consistent with the foregoing. The Sponsor shall not be liable to any Person for executionthe failure of any Fund to qualify as a partnership under the Code or any comparable provision of the laws of any State or other jurisdiction where such treatment is sought. (b) The Sponsor shall obtain a separate federal taxpayer identification number for each Fund prior to the commencement of the Fund’s operations. The Sponsor, and fileat the Fund’s expense, shall prepare or cause to be prepared all federal, state, and filed, in local tax returns of a Fund for each year for which such returns are required to be filed and shall timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared timely filed such returns and filed the Sponsor shall timely pay or cause to be timely paid any taxes, assessments or other governmental charges owing with respect to the Internal Revenue Service Fund other than franchise or similar taxes, which shall be paid out of the Trust Estate of such Fund. The Trustee and the Administrator shall promptly notify the Sponsor if it becomes aware that any tax, assessment or other governmental charge is due or claimed to be due with respect to a Fund. Unless not required to be provided under applicable state rules and regulations of the Code, the Sponsor shall deliver or local tax authorities cause to be delivered to each Unitholder of a Fund and the broker or nominee through which a Unitholder owns its Units an IRS Schedule K-1 and such other information, if any, with respect to the Fund as may be necessary for the preparation of the federal income tax or information returns of such Unitholder, including a statement showing the Unitholder’s share of the Fund’s items of income, gain, loss, expense, deduction and credit for each taxable year the Fiscal Year for federal income tax purposes, as soon as practicable after the last day of the Fiscal Year but not later than March 15 of the following year. Unitholders who are of a type, as identified by the nominee through whom their Units are held, that do not ordinarily have U.S. federal tax return filing requirements (collectively, “Certain K-1 Unitholders”) hereby designate the Sponsor as their tax agent (the “Tax Agent”) in dealing with the Trust. In light of such designation and pursuant to Treasury Regulation section 1.6031(b)-1T(c), as amended from time to time, the Trust will provide to the Tax Agent Certain K-1 Unitholders’ statements (as such term is defined under Treasury Regulation section 1.6031(b)-1T(a)(3)), as amended from time to time). (c) Except as provided herein, the Sponsor may, in its sole discretion, cause a Fund to make, or refrain from making, any tax elections that the Sponsor reasonably deems necessary or advisable, including, but not limited to, an election pursuant to Section 754 of the Code. (d) Each Unitholder of a Unit in a Fund, by its acceptance or acquisition of a beneficial interest therein, agrees to furnish the Sponsor with such representations, forms, documents or other information as may be necessary to enable such Fund to comply with its U.S. federal income tax reporting obligations and its obligations under the “Foreign Account Tax Compliance Act” under Code Sections 1471-1474 (or any successor provisions) and any similar provision in any state and local or foreign law (including common reporting standards), in respect of such Unit, including an Internal Revenue Service Form W-9 (or the substantial equivalent thereof) in the case of a Unitholder that is a United States person within the meaning of the Code or an Internal Revenue Service Form W-8BEN, Form W-8BEN-E, or other applicable form in the case of a Unitholder that is not a United States person. In the case of any Unitholder that is not a United States person and that is not a natural person, the required information to be provided by the Unitholder will include information required by said forms or otherwise requested by the Sponsor concerning its owners. The Fund shall file any required forms with applicable jurisdictions and, unless an exemption from withholding and backup withholding tax is properly established by a Unitholder, shall remit amounts withheld with respect to the Unitholder to the applicable tax authorities. To the extent that the Sponsor reasonably believes that the Fund is required to withhold and pay over any amounts (including taxes, interest, penalties, assessments or additions to tax) to any tax authority with respect to distributions or allocations to any Unitholder, the Fund may withhold such REMICamounts and treat the amounts withheld as distributions of cash to the Unitholder in the amount of the withholding and reduce the amount of cash or other property otherwise distributable to such Unitholder. If an amount required to be withheld was not withheld, containing the Fund may reduce subsequent distributions to such Unitholder by the amount of such required withholding. In the event of any claimed over-withholding, Unitholders shall be limited to an action against the applicable jurisdiction. To the extent a Fund is unable, or the Sponsor determines it is inappropriate or inpractible, to associate a withholding tax payment (that is paid or withheld in accordance with this Section 2.5(d)) with a particular Unitholder or distribution, such withholding tax payment shall be treated as a Fund Expense. (e) By its acceptance of a beneficial interest in a Unit, a Unitholder waives all confidentiality rights, including all confidentiality rights provided by Section 3406(f) of the Code and Treasury Regulations Section 31.3406(f)-1, with respect to any representations, forms, documents or information, and any information contained in such representations, forms or documents, that the Unitholder provides, or has previously provided, to any broker or nominee through which it owns its Units, to the extent such representations, forms, documents or information may be necessary to enable the Fund to comply with its withholding tax and backup withholding tax and information reporting obligations or to make basis adjustments under Section 754 of the Code with respect to the Units. Furthermore, the parties hereto, and by its acceptance or acquisition of a beneficial interest in a Unit, a Unitholder, acknowledge and agree that any broker or nominee through which a Unitholder holds its Units shall be a third-party beneficiary to this Trust Agreement for the purposes set forth in this Section 2.5. (f) The Sponsor is specifically authorized to act as (1) for taxable years beginning before January 1, 2018, the Tax Matters Partner and, (2) for taxable years beginning after December 31, 2017, the Partnership Representative (in either such capacity, the “Tax Representative”). The Tax Representative shall have the authority without any further consent of Unitholders being required to exercise all rights and responsibilities conferred under Sections 6221-6234 of the Code to a Tax Matters Partner or a Partnership Representative (as applicable), including, without limitation: (i) handling all audits and other administrative proceedings conducted by the IRS with respect to the Fund; (ii) extending the statute of limitations with respect to the Fund’s partnership tax returns; (iii) entering into a settlement with the IRS with respect to the Fund’s partnership items; and (iv) filing a petition or complaint with an appropriate U.S. federal court for review of a final partnership administrative adjustment; and (v) for taxable years beginning after December 31, 2017, making the “push-out” election under Code Section 6226 to cause any adjustments to be taken into account at the times and partner level. By its acceptance of a beneficial interest in a Unit of a Fund, a Unitholder agrees to the manner designation of the Sponsor as the Fund’s Tax Matters Partner or the Partnership Representative (as appropriate). Each Unitholder agrees to take any further action as may be required by regulation or otherwise to effectuate such designation. The Tax Representative shall be authorized to hire counsel or other competent professionals to assist in the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation conduct of any original issue discount using audit or legal proceeding. Any expenses incurred by the Prepayment Assumption; (b) apply for an Employee Identification Number from Tax Representative in the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days conduct of its duties shall be expenses of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status;Fund. (g) not permit For taxable years beginning after December 31, 2017, in the creation event any adjustment to any item of income, gain, loss, deduction or credit of the Fund, or any Unitholder’s distributive share thereof, for a reviewed year that would result in an imputed underpayment of the Fund under Code Section 6225, each Unitholder for the reviewed year agrees to timely take all actions requested by the Partnership Representative in order to reduce or eliminate the amount of the imputed underpayment. To the extent that a Fund or the Trust incurs any liability for tax (including interest and penalties) under Code Section 6225 as the result of any interests imputed underpayment, the Sponsor (i) may treat such as amount as a Fund Expense, or (ii) may allocate such amount among the Unitholders in such REMIC other than an equitable manner as set forth determined by the Sponsor in its sole discretion and treat the Preliminary Statement;amount allocated to a Unitholder as a withholding of tax subject to Section 2.5(d) of this Agreement. (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day The Sponsor shall maintain all books, records and supporting documents that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be are necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements comply with any governmental taxing agency, extend any statute and all aspects of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Trust Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, Trust Fund shall constitute, and that the conduct affairs of matters relating to such assets the Trust Fund shall be such as to qualify such assets conducted so that each REMIC formed hereunder qualifies as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Securities Administrator covenants and agrees that it shall act as agent (and the Master Servicer Securities Administrator is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: the Trust Fund. The Trustee and/or the Securities Administrator, as agent on behalf of the Trust Fund, shall do or refrain from doing, as applicable, the following: (a) prepare, submit to the Trustee for execution, Securities Administrator shall prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return Returns (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to each such REMIC, REMIC containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) the Securities Administrator shall apply for an Employee Identification Number from employer identification number with the Internal Revenue Service via a Form SS-4 or other acceptable comparable method for such each REMIC that is or becomes a taxable entity, and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; Code for the Trust Fund; (c) the Trustee shall make or cause to be made elections that such assets elections, on behalf of each REMIC formed hereunder to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year (and, if necessary, under applicable state law); ; (d) the Securities Administrator shall prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) the Securities Administrator shall provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonPerson that is not a Permitted Transferee, or a pass-through entity in which a Person that is not a Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) each of the Securities Administrator and the Trustee shall, to the extent that they are under its control, conduct matters relating to such assets the affairs of the Trust Fund at all times that any Certificates are outstanding so as to maintain the status of each REMIC formed hereunder as a REMIC under the REMIC Provisions; ; (fg) not neither the Trustee nor the Securities Administrator shall knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation status of any interests in such REMIC other than as set forth in the Preliminary Statement; formed hereunder; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) Trustee shall pay, from the sources specified in the last paragraph of this Section 9.1110.12, as directed by the Securities Administrator in its Remittance Report, the amount of any federal or federal, state taxand local taxes, including prohibited transaction taxes as described below, imposed on such any REMIC formed hereunder prior to its the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee, the Securities Administrator at the written request of the Trustee, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Securities Administrator from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that the Trustee shall sign or cause to be signed federal, state or local income tax or information returns shall be signed or any other document prepared by the Trustee or such other Person as may be required Securities Administrator pursuant to sign such returns this Section 10.12 requiring a signature thereon by the Code or state or local laws, regulations or rulesTrustee; and (nj) the Securities Administrator shall maintain records relating to such REMIC, each REMIC formed hereunder including but not limited to the income, expenses, assets and liabilities thereof of each such REMIC and the adjusted basis of the assets Trust Fund property determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of ; (k) the largest Percentage Interest of Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to the Class A-LR Certificates shall act as “tax matters person” within REMICs on a calendar year and on an accrual basis; (l) neither the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if Trustee nor the Master Servicer is shall enter into any arrangement not so permitted, such Holder shall be otherwise provided for in this Agreement by which the tax matters person REMICs will receive a fee or other compensation for services nor permit the REMICs to receive any income from assets other than "qualified mortgages" as defined in accordance with Section 860G(a)(3) of the REMIC Provisions). In such capacity, Code or "permitted investments" as defined in Section 860G(a)(5) of the Master Servicer shall, Code; and (m) as and when necessary and appropriate, the Trustee, or at the written request of the Trustee, the Securities Administrator, shall represent the related REMIC Trust Fund in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMICany REMIC formed hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMICthe Trust Fund, and otherwise act on behalf of such each REMIC formed hereunder in relation to any tax matter or controversy involving itany such REMIC. In order to enable each of the Master Servicer Trustee and the Securities Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee or the Securities Administrator within ten (10) 10 days after the Closing Date all information or data that the Master Servicer Trustee or the Securities Administrator requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Trustee or the Securities Administrator promptly upon written request therefor, any such additional information or data that the Master Servicer Trustee or the Securities Administrator may, from time to time, reasonably request in order to enable the Master Servicer Trustee or the Securities Administrator to perform its duties as set forth herein. The Depositor hereby indemnifies each of Trustee and the Master Servicer Securities Administrator for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee or the Securities Administrator arising from any errors or miscalculations of the Master Servicer Trustee or the Securities Administrator, as applicable, that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee or the Securities Administrator, as applicable, on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any of REMIC hereunder I or REMIC II as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such REMIC the Trust Fund as defined in Section 860G(c) of the Code, on any contribution to such any of REMIC I or REMIC II after the Startup Day startup day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if including, without limitation, any federal, state or local tax or minimum tax imposed upon any of REMIC I or REMIC II, and is not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Securities Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Securities Administrator, respectively, of any of its obligations under this Agreement, (ii) any party hereto (other than the Transferor, if Trustee or the Securities Administrator) to the extent any such other tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor any liable party hereto fails to honor its obligations under the preceding clause clauses (i), (ii) or (iiiii), any such tax will be paid first with amounts otherwise to be distributed to the Class R Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently second with this intention. In furtherance of such intention, the Master Servicer shall file or cause amounts otherwise to be filed with distributed to all other Certificateholders in the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above following order of priority: first, to the Class P CertificateholdersB-6 Certificates, in second, to the time or times Class B-5 Certificates, third, to the Class B-4 Certificates, fourth to the Class B-3 Certificates, fifth to the Class B-2 Certificates, sixth to the Class B-1 Certificates and in seventh, to the manner required by Senior Certificates (pro rata based on the Code.amounts to be

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, Trust Fund shall constitute, and that the conduct affairs of matters relating to such assets the Trust Fund shall be such as conducted so that each REMIC created pursuant to qualify such assets the Preliminary Statement qualifies as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Trustee covenants and agrees that it shall act as agent (and the Master Servicer Trustee is hereby appointed to act as agent) on behalf of such REMIC the Trust Fund and that in such capacity it shall: : (a) prepare, submit to the Trustee for execution, prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return Returns (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, each REMIC created hereunder containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders Holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; Code for the Trust Fund; (c) make or cause to be made elections that such assets elections, on behalf of each REMIC created hereunder to be treated as a REMIC on the federal tax return of each such REMIC for its first taxable year (and, if necessary, under applicable state law); ; (d) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) provide information necessary for the computation of tax imposed on the transfer of a Residual Class A-R Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonNon-Permitted Transferee, or a pass-through entity in which a Non-Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) to the extent that they are under its control, control conduct matters relating to such assets the affairs of the Trust Fund at all times that any Certificates are outstanding so as to maintain the status of each REMIC created hereunder as a REMIC under the REMIC Provisions; ; (fg) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation status of any interests in such REMIC other than as set forth in the Preliminary Statement; created hereunder; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last penultimate paragraph of this Section 9.118.11, the amount of any federal or federal, state taxand local taxes, including prohibited transaction taxes as described below, imposed on such any REMIC created hereunder prior to its the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Trustee from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that sign or cause to be signed federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rulesreturns; and (nj) maintain records relating to such REMICeach REMIC created hereunder, including but not limited to the income, expenses, assets and liabilities thereof of each such REMIC, and the fair market value and adjusted basis of the assets Trust Fund property determined at such intervals as may be required by the Code, as may be necessary to 168 prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d; and (k) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC Trust Fund in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMICany REMIC created hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMICthe Trust Fund, and otherwise act on behalf of such any REMIC created hereunder in relation to any tax matter or controversy involving itany such REMIC. In order to enable the Master Servicer Trustee to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee within ten (10) days after the Closing Date all information or data that the Master Servicer Trustee requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage LoansLoans (and, to the extent not part of the aforementioned, the information referred to in paragraphs (1), (2), (3) and (4) of Section 4.05(d)). Thereafter, the Depositor shall provide to the Master Servicer Trustee promptly upon written request therefor, any such additional information or data that the Master Servicer Trustee may, from time to time, reasonably request in order to enable the Master Servicer Trustee to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer Trustee for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee arising from any errors or miscalculations of the Master Servicer Trustee that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any REMIC hereunder the Trust Fund as defined in Section section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such REMIC the Trust Fund as defined in Section section 860G(c) of the Code, on any contribution to such REMIC the Trust Fund after the Startup Day startup day pursuant to Section section 860G(d) of the Code, or any other tax is imposed, including, without limitation, any federal, state or local tax or minimum tax imposed upon the Trust Fund pursuant to sections 23153 and 24872 of the California Revenue and Taxation Code if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectivelyTrustee, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) (x) the TransferorMaster Servicer, if in the case of any such minimum tax, and (y) any party hereto (other than the Trustee) to the extent any such other tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor any liable party here fails to honor its obligations under the preceding clause clauses (i), (ii) or (iiiii), any such tax will be paid first with amounts otherwise to be distributed to the Class A-R Certificateholders, and second with amounts otherwise to be distributed to all other Certificateholders in the same manner as provided if such tax were a Realized Loss that occurred ratably within each Loan Group. Notwithstanding anything to the contrary contained herein, to the extent that such tax is payable by the Class A-R Certificates, the Trustee is hereby authorized to retain on any Distribution Date, from the Holders of the Class A-R Certificates (and, if necessary, second, from the Holders of the all other Certificates in Section 3.10(bthe priority specified in the preceding sentence), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. The Trustee agrees to promptly notify in writing the party liable for any such tax of the amount thereof and the due date for the payment thereof. The Trustee shall treat the Carryover Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that is owned by the Holders of the 169 Class C Certificates, and that is not an asset of any REMIC created hereunder. The Trustee shall treat the rights of the Holders of each Class of Certificates (other than the Class P and Class A-R Certificates) to receive payments from the Carryover Reserve Fund as rights in an interest rate corridor contract written by: (i) the Corridor Contract Counterparty in respect of any Net Rate Carryover funded by any Corridor Contract and in respect of any residual payments from such Corridor Contract received by the Class CF or Class CV Certificates, as the case may be, and (ii) the Holders of the Class CF and Class CV Certificates in respect of (a) any monies distributed pursuant to Sections 4.04(e)(20) and 4.04(f)(21) herein, in favor of the other Certificateholders. Thus, the Class AF-1A, Class 2-AV and Class 3-AV Certificates and the Adjustable Rate Subordinate Certificates, shall be treated as representing ownership of not only an Master REMIC regular interest, but also ownership of an interest in an interest rate corridor contract. For purposes of determining the issue price of the Master REMIC regular interests, the Trustee shall assume that the Class AF-1A Corridor Contract, the Class 2-AV Corridor Contract, the Class 3-AV Corridor Contract and the Adjustable Rate Subordinate Corridor Contract have values of $10,000, $425,000, $410,000 and $660,000, respectively. The Trustee shall treat the entitlement to Credit Comeback Excess Amounts as owned by the Holders of the Class CF Certificates and not as an asset of, or interest in, any REMIC created hereunder. Further, the Trustee shall treat any payments of Credit Comeback Excess Amounts to Persons other than the Holders of the Class CF Certificates as payments made by the Holders of the Class CF Certificates pursuant to a credit enhancement contract under Treasury Regulation 1.860G-2(c). The parties intend that Trustee shall also treat any amount payable to a Class CF Certificate with respect to an R-3-X Interest as deposited into the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the CodeCarryover Reserve Fund.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary Statement; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the next to last paragraph of this Section 9.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iiiii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, Trust Fund shall constitute, and that the conduct affairs of matters relating to such assets the Trust Fund shall be such as to qualify such assets conducted so that each REMIC formed hereunder qualifies as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Securities Administrator covenants and agrees that it shall act as agent (and the Master Servicer Securities Administrator is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: the Trust Fund. The Securities Administrator, as agent on behalf of the Trust Fund, shall do or refrain from doing, as applicable, the following: (a) prepare, submit to the Trustee for execution, Securities Administrator shall prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return Returns (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to each such REMIC, REMIC containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish furnish, or cause to be furnished furnished, to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) the Securities Administrator shall apply for an Employee Identification Number from employer identification number with the Internal Revenue Service via a Form SS-4 or other acceptable comparable method for such each REMIC that is or becomes a taxable entity, and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person Person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; Code for the Trust Fund; (c) make the Trustee shall make, or cause to be made elections that such assets elections, on behalf of each REMIC formed hereunder to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year (and, if necessary, under applicable state law); ; (d) the Securities Administrator shall prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the applicable prepayment assumption; (e) the Securities Administrator shall provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonPerson that is not a Permitted Transferee, or a pass-through entity in which a Person that is not a Permitted Transferee is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) each of the Securities Administrator and the Trustee shall, to the extent that they are under its control, conduct matters relating to such assets the affairs of the Trust Fund at all times that any Certificates are outstanding so as to maintain the status of each REMIC formed hereunder as a REMIC under the REMIC Provisions; ; (fg) not neither the Trustee nor the Securities Administrator shall knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation status of any interests in such REMIC other than as set forth in the Preliminary Statement; formed hereunder; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) Securities Administrator shall pay, from the sources specified in the last penultimate paragraph of this Section 9.1110.12, the amount of any federal or federal, state taxand local taxes, including prohibited transaction taxes as described below, imposed on such any REMIC formed hereunder prior to its the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Securities Administrator or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Securities Administrator from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that the Trustee shall sign or cause to be signed federal, state or local income tax or information returns shall be signed or any other document prepared by the Trustee or such other Person as may be required Securities Administrator pursuant to sign such returns this Section 10.12 requiring a signature thereon by the Code or state or local laws, regulations or rulesTrustee; and (nj) the Securities Administrator shall maintain records relating to such REMIC, each REMIC formed hereunder including but not limited to the income, expenses, assets and liabilities thereof of each such REMIC and the adjusted basis of the assets Trust Fund property determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder ; (k) the Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to the REMICs on a calendar year and on an accrual basis; (l) none of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacityTrustee, the Master Servicer shall, nor the Securities Administrator shall enter into any arrangement not otherwise provided for in this Agreement by which the REMICs will receive a fee or other compensation for services nor permit the REMICs to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code; and (l) as and when necessary and appropriate, the Securities Administrator, at the expense of the Trust Fund, shall represent the related REMIC Trust Fund in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMICany REMIC formed hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMICthe Trust Fund, and otherwise act on behalf of such each REMIC formed hereunder in relation to any tax matter or controversy involving itany such REMIC. In order to enable each of the Master Servicer Trustee and the Securities Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee or the Securities Administrator within ten (10) 10 days after the Closing Date all information or data that the Master Servicer Trustee or the Securities Administrator requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates Certificates, the Group I Loans and the Mortgage LoansGroup II HELOCs. Thereafter, the Depositor shall provide to the Master Servicer Trustee or the Securities Administrator promptly upon written request therefor, any such additional information or data that the Master Servicer Trustee or the Securities Administrator may, from time to time, reasonably request in order to enable the Master Servicer Trustee or the Securities Administrator to perform its duties as set forth herein. The Depositor hereby indemnifies each of the Master Servicer Trustee and the Securities Administrator for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee or the Securities Administrator arising from any errors or miscalculations of the Master Servicer Trustee or the Securities Administrator that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee or the Securities Administrator, as applicable, on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any of REMIC hereunder I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC the Trust Fund as defined in Section 860G(c) of the Code, on any contribution to such any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if including, without limitation, any federal, state or local tax or minimum tax imposed upon any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI, and is, in each case attributable to the activities of REMIC I, REMIC II, REMIC V, REMIC VI or to the Group I Loans and not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee Servicer or the Trust Administrator, respectivelySecurities Administrator or the Company, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee Servicer or the Trust Administrator, respectively, Securities Administrator or the Company of any of its obligations under this Agreement, provided, however, in no event shall the Master Servicer or the Securities Administrator or the Company have any liability (1) for any action or omission that is taken in accordance with and compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any losses other than arising out of a negligent performance by the Master Servicer or the Securities Administrator or the Company of its duties and obligations set forth herein, or (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates), (ii) any party hereto (other than the Transferor, if Master Servicer or the Securities Administrator or the Company) to the extent any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor any liable party hereto fails to honor its obligations under the preceding clause clauses (i), (ii) or (iiiii), the following Group I Certificateholders in the following manner: any such tax will be paid paid, first, with amounts otherwise to be distributed to the Class I-R Certificateholders, on a pro rata basis, and second, with amounts otherwise to be distributed to the following other Group I Certificateholders in the following order of priority: first, to the Class I-B-4 Certificates, second, to the Class I-B-3 Certificates, third, to the Class I-B-2 Certificates, fourth, to the Class I-B-1 Certificates, fifth, to the Class I-M-5 Certificates, sixth, to the Class I-M-4 Certificates, seventh, to the Class I-M-3 Certificates, eighth, to the Class I-M-2 Certificates, ninth, to the Class I-M-1 Certificates, and tenth, to the Class I-A Certificates. In the event that any tax is imposed on “prohibited transactions” of any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI as provided defined in Section 3.10(b). The parties intend that 860F(a)(2) of the portion Code, on the “net income from foreclosure property” of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J defined in Section 860G(c) of the Code, on any contribution to any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including, without limitation, any federal, state or local tax or minimum tax imposed upon any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI, and is, in each case, attributable to the activities of REMIC IV or to the Group II HELOCs and not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer or the Securities Administrator, if any such tax arises out of or results from a breach by the Master Servicer or the Securities Administrator of any of its obligations under this Agreement, provided, however, in no event shall the Master Servicer or the Securities Administrator have any liability (1) for any action or omission that is taken in accordance with and compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any losses other than arising out of a negligent performance by the Master Servicer or the Securities Administrator of its duties and obligations set forth herein, or (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates), (ii) any party hereto (other than the Master Servicer or the Securities Administrator) to the extent any such tax arises out of or results from a breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that any liable party hereto fails to honor its obligations under the preceding clauses (i) or (ii), the following Group II Certificateholders in the following manner: any such tax will be paid, first, with amounts otherwise to be distributed to the Class II-S Certificateholders, and second, with amounts otherwise to be distributed to the following other Group II Certificateholders in the following order of priority: first, to the Class II-B-2 Certificates, second, to the Class II-B-1 Certificates, third, to the Class II-M-9 Certificates, fourth, to the Class II-M-8 Certificates, fifth, to the Class II-M-7 Certificates, sixth, to the Class II-M-6 Certificates, seventh, to the Class II-M-5 Certificates, eighth, to the Class II-M-4 Certificates, ninth, to the Class II-M-3 Certificates, tenth, to the Class II-M-2 Certificates, eleventh, to the Class II-M-1 Certificates, and twelfth, to the Class II-A Certificates. Notwithstanding anything to the contrary contained herein, to the extent that any tax described in the foregoing paragraphs is payable by the holder of any Certificates, the Securities Administrator is hereby authorized to retain on any Distribution Date from the holders of the related Residual Certificates (and, if necessary, from the holders of the other related Certificates in the priority specified in the preceding paragraphs), funds otherwise distributable to such holders in an amount sufficient to pay such tax. The Securities Administrator shall promptly notify in writing the party liable for any such tax of the amount thereof and the provisions hereof shall be interpreted consistently with this intentiondue date for the payment thereof. In furtherance of such intentionThe Trustee, the Master Servicer shall file or cause to be filed with and the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P CertificateholdersSecurities Administrator each agree that, in the time or times event it should obtain any information necessary for the other party to perform its obligations pursuant to this Section 10.12, it will promptly notify and provide such information to such other party. Notwithstanding the foregoing, with respect to the preparation and filing of tax returns in the manner event that the right to receive payments in respect of Net WAC Cap Rate Carryover Amounts could be treated as a partnership among the holders of the Class I-A, Class I-M, Class I-B and Class I-C Certificates or a partnership among the holders of the Class II-A, Class II-M, Class II-B and Class II-E Certificates, the Securities Administrator shall not be required by to prepare and file partnership tax returns on behalf of the CodeTrust Fund unless it receives additional reasonable compensation for the preparation of such filings and written notification from either an officer or tax counsel for the Depositor recognizing the creation of a partnership for federal income tax purposes.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, Trust Fund shall constituteconstitute one or more REMICs, and that the conduct affairs of matters relating to such assets the Trust Fund shall be such conducted so that each REMIC formed hereunder qualifies as to qualify such assets as, a “real estate mortgage investment conduit” as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer Securities Administrator covenants and agrees that it shall act as agent for so long as it is also Master Servicer (and the Master Servicer Securities Administrator is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: the Trust Fund. The Trustee and/or the Securities Administrator, as agent on behalf of the Trust Fund, shall do or refrain from doing, as applicable, the following: (a) prepare, submit to the Trustee for execution, Securities Administrator shall prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return Returns (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to each such REMIC, REMIC containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, regulations or rules, and furnish or cause to be furnished furnished, to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; ; (b) the Securities Administrator shall apply for an Employee Identification Number from employer identification number with the Internal Revenue Service via a Form SS-4 or other acceptable comparable method for such each REMIC that is or becomes a taxable entity, and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, Service on Form Forms 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders Holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Formform, and update such information at the time or times in the manner required by the Code; Code for the Trust Fund; (c) make the Trustee shall make, or cause to be made made, elections that such assets on behalf of each REMIC formed hereunder to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year (and, if necessary, under applicable state law); ; (d) the Securities Administrator shall prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns and reports as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (e) the Securities Administrator shall provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(iv) of the definition thereofTransferee, or an agent (including a broker, nominee or other middleman) of a nonPerson that is not a Permitted Transferee, or a pass-through entity in which a Person that is not a Permitted Transferee is the record Holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); ; (ef) each of the Securities Administrator and the Trustee shall, to the extent that they are under its control, conduct matters relating to such assets the affairs of the Trust Fund at all times that any Certificates are outstanding so as to maintain the status of each REMIC formed hereunder as a REMIC under the REMIC Provisions; ; (fg) not neither the Trustee nor the Securities Administrator shall knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation status of any interests in such REMIC other than as set forth in the Preliminary Statement; formed hereunder; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “qualified mortgage” nor a “permitted investment” within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “prohibited transaction” within the meaning of Section 860F(a)(2) of the Code; (l) Trustee shall pay, from the sources specified in the last penultimate paragraph of this Section 9.1110.12, as directed by the Securities Administrator in its Remittance Report, the amount of any federal or federal, state taxand local taxes, including prohibited transaction taxes as described below, imposed on such any REMIC formed hereunder prior to its the termination of the Trust Fund when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer Trustee, the Securities Administrator at the written request of the Trustee, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer Securities Administrator from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); ; (mi) ensure that the Trustee shall sign or cause to be signed federal, state or local income tax or information returns shall be signed or any other document prepared by the Trustee or such other Person as may be required Securities Administrator pursuant to sign such returns this Section 10.12 requiring a signature thereon by the Code or state or local laws, regulations or rulesTrustee; and (nj) the Securities Administrator shall maintain records relating to such REMIC, each REMIC formed hereunder including but not limited to the income, expenses, assets and liabilities thereof of each such REMIC and the adjusted basis of the assets Trust Fund property determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of ; (k) the largest Percentage Interest of Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to the Class A-LR Certificates shall act as “tax matters person” within REMICs on a calendar year and on an accrual basis; (l) neither the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage Interest of the Class A-UR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The Master Servicer is hereby designated as agent of such Class A-LR or Class A-UR Certificateholder for such purposes (or if Trustee nor the Master Servicer is shall enter into any arrangement not so permitted, such Holder shall be otherwise provided for in this Agreement by which the tax matters person REMICs will receive a fee or other compensation for services nor permit the REMICs to receive any income from assets other than “qualified mortgages” as defined in accordance with Section 860G(a)(3) of the REMIC Provisions). In such capacity, Code or “permitted investments” as defined in Section 860G(a)(5) of the Master Servicer shall, Code; and (m) as and when necessary and appropriate, the Trustee, or at the written request of the Trustee, the Securities Administrator, shall represent the related REMIC Trust Fund in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMICany REMIC formed hereunder, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMICthe Trust Fund, and otherwise act on behalf of such each REMIC formed hereunder in relation to any tax matter or controversy involving itany such REMIC. In order to enable each of the Master Servicer Trustee and the Securities Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer Trustee or the Securities Administrator within ten (10) 10 days after the Closing Date all information or data that the Master Servicer Trustee or the Securities Administrator requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the related Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer Trustee or the Securities Administrator promptly upon written request therefor, any such additional information or data that the Master Servicer Trustee or the Securities Administrator may, from time to time, reasonably request in order to enable the Master Servicer Trustee or the Securities Administrator to perform its duties as set forth herein. The Depositor hereby indemnifies each of Trustee and the Master Servicer Securities Administrator for any losses, liabilities, damages, claims or expenses of the Master Servicer Trustee or the Securities Administrator arising from any errors or miscalculations of the Master Servicer Trustee or the Securities Administrator, as applicable, that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer Trustee or the Securities Administrator, as applicable, on a timely basis. In the event that any tax is imposed on “prohibited transactions” of any of REMIC hereunder I, REMIC II, REMIC III, REMIC IV or REMIC V as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC the Trust Fund as defined in Section 860G(c) of the Code, on any contribution to such any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if including, without limitation, any federal, state or local tax or minimum tax imposed upon any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, and is, in each case, attributable to the activities of REMIC I or REMIC II or Loan Group I and not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Securities Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Securities Administrator, respectively, of any of its obligations under this Agreement, (ii) any party hereto (other than the Transferor, if Trustee or the Securities Administrator) to the extent any such tax arises out of or results from the Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor any liable party hereto fails to honor its obligations under the preceding clause clauses (i), (ii) or (iiiii), any such tax will shall be paid first with amounts otherwise to be distributed to the Class I-R-1 Certificateholders and Class I-R-2 Certificateholders, on a pro rata basis, and second, with amounts otherwise to be distributed to all Group I Offered Certificateholders and Class I-B- 4 Certificateholders in the following order of priority: first, to the Class I-B-4 Certificates, second, to the Class I-B-3 Certificates, third, to the Class I-B-2 Certificates, fourth, to the Class I-B-1 Certificates, fifth, to the Class I-M-3 Certificates, sixth, to the Class I-M-2 Certificates, seventh, to the Class I-M-1 Certificates and eighth, to the Class I-A Certificates, on a pro rata basis, based on the amounts to be distributed. In the event that any tax is imposed on “prohibited transactions” of any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V as provided defined in Section 3.10(b). The parties intend that 860F(a)(2) of the portion Code, on the “net income from foreclosure property” of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J defined in Section 860G(c) of the Code, on any contribution to any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including, without limitation, any federal, state or local tax or minimum tax imposed upon any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, and is, in each case, attributable to the provisions hereof activities of REMIC III or REMIC IV or Loan Group II and not paid as otherwise provided for herein, such tax shall be interpreted consistently paid by (i) the Trustee or the Securities Administrator, if any such tax arises out of or results from a breach by the Trustee or the Securities Administrator, respectively, of any of its obligations under this Agreement, (ii) any party hereto (other than the Trustee or the Securities Administrator) to the extent any such tax arises out of or results from a breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that any liable party hereto fails to honor its obligations under the preceding clauses (i) or (ii), any such tax shall be paid first with this intention. In furtherance of such intention, the Master Servicer shall file or cause amounts otherwise to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above distributed to the Class P II-R Certificateholders, on a pro rata basis, and second, with amounts otherwise to be distributed to the following Classes of Group II Certificateholders in the following order of priority: first, to the Class II-B-6 Certificates, second, to the Class II-B-5 Certificates, third, to the Class II-B-4 Certificates, fourth, to the Class II-B-3 Certificates, fifth, to the Class II-B-2 Certificates, sixth, to the Class II-B-1 Certificates, seventh, to the Class II-M-3 Certificates, eighth, to the Class II-M-2 Certificates, ninth, to the Class II-M-1 Certificates and tenth, to the Class II-A Certificates, on a pro rata basis, based on the amounts to be distributed. Notwithstanding anything to the contrary contained herein, to the extent that such tax is payable by the Holder of any Certificates, the Securities Administrator is hereby authorized to retain on any Distribution Date, from the Holders of the Class R Certificates (and, if necessary, second, from the Holders of the other related Certificates in the priority specified in the preceding sentence), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. The Securities Administrator shall include in its Remittance Report instructions as to distributions to such parties taking into account the priorities described in the second preceding sentence. The Securities Administrator, on written request by the Trustee, agrees to promptly notify in writing the party liable for any such tax of the amount thereof and the due date for the payment thereof. The Trustee and the Securities Administrator each agree that, in the time or times event it should obtain any information necessary for the other party to perform its obligations pursuant to this Section 10.12, it will promptly notify and provide such information to such other party. Notwithstanding anything in this Agreement to the contrary, the Trustee agrees that, in the manner required by event that the CodeTrustee obtains actual knowledge that the Securities Administrator has breached any of its obligations pursuant to this Section 10.12, the Trustee shall perform such obligations on its behalf to the extent that the Trustee possesses all documents necessary to so perform and receives reasonable compensation therefor, provided, however, that the Trustee shall not be liable for any losses resulting from any such breach.

Tax Matters. It is intended that the assets with respect to which any REMIC election is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets as, a “"real estate mortgage investment conduit” " as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Master Servicer covenants and agrees that it shall act as agent (and the Master Servicer is hereby appointed to act as agent) on behalf of such REMIC and that in such capacity it shall: (a) prepare, submit to the Trustee for execution, and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby, including without limitation, the calculation of any original issue discount using the Prepayment Assumption; (b) apply for an Employee Identification Number from the Internal Revenue Service via Form SS-4 or other acceptable method for such REMIC and within thirty days of the Closing Date, furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto, together with such additional information as may be required by such Form, and update such information at the time or times in the manner required by the Code; (c) make or cause to be made elections that such assets be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law); (d) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Person that is not a Permitted Transferee described in clauses (i)-(ivi) (iv) of the definition thereof, or an agent (including a broker, nominee or other middleman) of a non-non Permitted Transferee (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (e) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status as a REMIC under the REMIC Provisions; (f) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status; (g) not permit the creation of any interests in such REMIC other than as set forth in the Preliminary StatementCertificates; (h) not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement); (i) receive any income attributable to any asset which is neither a “"qualified mortgage” " nor a “"permitted investment” " within the meaning of the REMIC Provisions; (j) not receive any contributions to such REMIC after the Startup Day that would be subject to tax under Section 860G(d) of the Code; (k) not dispose of any assets of such REMIC at a gain if such disposition would be a “"prohibited transaction” " within the meaning of Section 860F(a)(2) of the Code; (l) pay, from the sources specified in the last paragraph of this Section 9.118.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on such REMIC prior to its termination when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from causing the withholding of payment of such tax, if permitted by law, pending the outcome of such proceedings); (m) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other Person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (n) maintain records relating to such REMIC, including but not limited to the income, expenses, assets and liabilities thereof and the adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information. The Holder of the largest Percentage Interest of the Class A-LR Certificates shall act as “tax matters person” within the meaning of Treasury Regulations Section 1.860F-4(d) for the Subsidiary REMIC and the Holder Holders of the largest Percentage Interest of the Class A-UR and Class A-LR Certificates shall act as “"tax matters person” " for each of the Upper-Tier REMIC and the Lower-Tier REMIC, respectively, within the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining REMIC created pursuant to this Agreement. The ), and the Master Servicer is hereby designated as agent of such Class A-LR or and Class A-UR Certificateholder Certificateholders for such purposes (or if the Master Servicer is not so permitted, such Holder shall be the tax matters person in accordance with the REMIC Provisions). In such capacity, the Master Servicer shall, as and when necessary and appropriate, represent the related REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it. In order to enable the Master Servicer to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Master Servicer within ten (10) days after the Closing Date all information or data that the Master Servicer requests in writing and determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide to the Master Servicer promptly upon written request therefor, any such additional information or data that the Master Servicer may, from time to time, reasonably request in order to enable the Master Servicer to perform its duties as set forth herein. The Depositor hereby indemnifies the Master Servicer for any losses, liabilities, damages, claims or expenses of the Master Servicer arising from any errors or miscalculations of the Master Servicer that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Master Servicer on a timely basis. In the event that any tax is imposed on “"prohibited transactions” " of any REMIC hereunder as defined in Section 860F(a)(2) of the Code, on the “"net income from foreclosure property” " of such REMIC as defined in Section 860G(c) of the Code, on any contribution to such REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not paid as otherwise provided for herein, such tax shall be paid by (i) the Master Servicer, the Trustee or the Trust Administrator, respectively, if any such other tax arises out of or results from a breach by the Master Servicer, the Trustee or the Trust Administrator, respectively, of any of its obligations under this Agreement, (ii) the Transferor, if any such tax arises out of or results from the Transferor’s 's obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event that the Trustee, the Trust Administrator, the Master Servicer or the Transferor fails to honor its obligations under the preceding clause (i), (ii) or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 3.10(b). The parties intend that the portion of the Trust Fund constituting the Grantor Trust, consisting of the Class P Prepayment Charges, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a "grantor trust" under subpart E, Part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Master Servicer shall file or cause to be filed with the Internal Revenue Service together with Form 1041 or such other form as may be applicable and shall furnish or cause to be furnished the respective amounts described above to the Class P Certificateholders, in the time or times and in the manner required by the Code.