Administrative Trustees Uses in Agreed Tax Treatment of Trust and Trust Securities Clause

Agreed Tax Treatment of Trust and Trust Securities from Amended and Restated Trust Agreement

THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of November 1, 2005, among (i) HFF&L (U.S.) Holdings, Inc., a Delaware corporation (including any successors or permitted assigns, the Depositor), (ii) JPMorgan Chase Bank, National Association, a national banking association, as property trustee (in such capacity, the Property Trustee), (iii) Chase Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the Delaware Trustee), (iv) Karen Padovese, an individual, and Rosemary Quinn, an individual, each of whose address is c/o HFF&L (U.S.) Holdings, Inc., 4820 Business Center Drive, Suite 200, Fairfield, CA 94534, as administrative trustees (in such capacities, each an Administrative Trustee and, collectively, the Administrative Trustees and, together with the Property Trustee and the Delaware Trustee, the Trustees) and (v) the several Holders, as hereinafter defined.

Agreed Tax Treatment of Trust and Trust Securities. The parties hereto and, by its acceptance or acquisition of a Trust Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Trust Security intend and agree to treat the Trust as a grantor trust for United States federal, state and local tax purposes, and to treat the Trust Securities (including all payments and proceeds with respect to such Trust Securities) as undivided beneficial ownership interests in the Trust Property (and payments and proceeds therefrom, respectively) for United States federal, state and local tax purposes and to treat the Notes as indebtedness of the Depositor for United States federal, state and local tax purposes. The provisions of this Trust Agreement shall be interpreted to further this intention and agreement of the parties.

Agreed Tax Treatment of Trust and Trust Securities from Amended and Restated Trust Agreement

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 13, 2006 (as further defined in Section 1.1, this Trust Agreement), among (i) New Century Financial Corporation, a Maryland corporation (including any successors or permitted assigns, the Depositor), (ii) Wells Fargo Bank, N.A., a national banking association, as property trustee (in such capacity, the Property Trustee), (iii) Wells Fargo Delaware Trust Company, a Delaware corporation, as Delaware trustee (in such capacity, the Delaware Trustee), and (iv) Brad A. Morrice, an individual, and Patti M. Dodge, an individual, each of whose address is c/o New Century Financial Corporation, 18400 Von Karman, Suite 1000, Irvine, California 92612, as administrative trustees (in such capacities, each an Administrative Trustee and, collectively, the Administrative Trustees and, together with the Property Trustee and the Delaware Trustee, the Trustees).

Agreed Tax Treatment of Trust and Trust Securities. The parties hereto and, by its acceptance or acquisition of a Trust Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Trust Security intend and agree to treat the Trust as a grantor trust for United States federal, state and local tax purposes, to treat the Trust Securities (including all payments and proceeds with respect to such Trust Securities) as undivided beneficial ownership interests in the Trust Property and not as equity in the Trust (and payments and proceeds therefrom, respectively) for United States federal, state and local tax purposes, and to treat the Notes as indebtedness of the Depositor for United States federal, state and local tax purposes. The provisions of this Trust Agreement shall be interpreted to further this intention and agreement of the parties.

Agreed Tax Treatment of Trust and Trust Securities from Amended and Restated Trust Agreement

THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 10, 2006, among (i) Capital Trust, Inc., a Maryland corporation (including any successors or permitted assigns, the Depositor), (ii) JPMorgan Chase Bank, National Association, a national banking association, as property trustee (in such capacity, the Property Trustee), (iii) Chase Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the Delaware Trustee), (iv) John R. Klopp, an individual, Stephen D. Plavin, an individual and Geoffrey G. Jervis, an individual, each of whose address is c/o Capital Trust, Inc., 410 Park Avenue, 14th Floor, New York, New York 10022, as administrative trustees (in such capacities, each an Administrative Trustee and, collectively, the Administrative Trustees and, together with the Property Trustee and the Delaware Trustee, the Trustees) and (v) the several Holders, as hereinafter defined.

Agreed Tax Treatment of Trust and Trust Securities. The parties hereto and, by its acceptance or acquisition of a Trust Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Trust Security intend and agree to treat the Trust as a grantor trust for United States federal, state and local tax purposes, and to treat the Trust Securities (including all payments and proceeds with respect to such Trust Securities) as undivided beneficial ownership interests in the Trust Property (and payments and proceeds therefrom, respectively) for United States federal, state and local tax purposes and to treat the Notes as indebtedness of the Depositor for United States federal, state and local tax purposes. The provisions of this Trust Agreement shall be interpreted to further this intention and agreement of the parties.

Agreed Tax Treatment of Trust and Trust Securities from Amended and Restated Trust Agreement

THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 27, 2006, among (i) GKK Capital LP, a Delaware limited partnership (including any successors or permitted assigns, the Depositor), (ii) JPMorgan Chase Bank, National Association, a national banking association, as property trustee (in such capacity, the Property Trustee), (iii) Chase Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the Delaware Trustee), (iv) Marc Holliday, an individual, Gregory F. Hughes, an individual and Hugh Hall, an individual, each of whose address is c/o GKK Capital LP, 420 Lexington Avenue, New York, NY 10170, as administrative trustees (in such capacities, each an Administrative Trustee and, collectively, the Administrative Trustees and, together with the Property Trustee and the Delaware Trustee, the Trustees) and (v) the several Holders, as hereinafter defined.

Agreed Tax Treatment of Trust and Trust Securities. The parties hereto and, by its acceptance or acquisition of a Trust Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Trust Security intend and agree to treat the Trust as a grantor trust for United States federal, state and local tax purposes, and to treat the Trust Securities (including all payments and proceeds with respect to such Trust Securities) as undivided beneficial ownership interests in the Trust Property (and payments and proceeds therefrom, respectively) for United States federal, state and local tax purposes and to treat the Notes as indebtedness of the Depositor for United States federal, state and local tax purposes. The provisions of this Trust Agreement shall be interpreted to further this intention and agreement of the parties.

Agreed Tax Treatment of Trust and Trust Securities from Amended and Restated Trust Agreement

THIS SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 16, 2005, (as amended and restated, the Trust Agreement), among (i) Impac Mortgage Holdings, Inc., a Maryland corporation (including any successors or permitted assigns, the Depositor), (ii) JPMorgan Chase Bank, National Association, a national banking association, as property trustee (in such capacity, the Property Trustee), (iii) Chase Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the Delaware Trustee), (iv) Richard J. Johnson, an individual, William S. Ashmore, an individual and Ronald M. Morrison, an individual, each of whose address is c/o Impac Mortgage Holdings, Inc. 1401 Dove Street, Newport Beach, CA 92660, as administrative trustees (in such capacities, each an Administrative Trustee and, collectively, the Administrative Trustees and, together with the Property Trustee and the Delaware Trustee, the Trustees) and (v) the several Holders, as hereinaft

Agreed Tax Treatment of Trust and Trust Securities. The parties hereto and, by its acceptance or acquisition of a Trust Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Trust Security intend and agree to treat the Trust as a grantor trust for United States federal, state and local tax purposes, and to treat the Trust Securities (including all payments and proceeds with respect to such Trust Securities) as undivided beneficial ownership interests in the Trust Property (and payments and proceeds therefrom, respectively) for United States federal, state and local tax purposes and to treat the Notes as indebtedness of the Depositor for United States federal, state and local tax purposes. The provisions of this Trust Agreement shall be interpreted to further this intention and agreement of the parties.

Agreed Tax Treatment of Trust and Trust Securities from Amended and Restated Trust Agreement

THIS SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of August 29, 2005 (as amended and restated, the Trust Agreement, among (i) HomeBanc Corp., a Georgia corporation (including any successors or permitted assigns, the Depositor), (ii) Wells Fargo Bank, National Association, as property trustee (in such capacity, the Property Trustee), (iii) Wells Fargo Delaware Trust Company, as Delaware trustee (in such capacity, the Delaware Trustee), (iv) James Krakau and John Kubiak, each of whose address is c/o 2002 Summit Blvd., Suite 100, Atlanta, GA 30319 as administrative trustees (in such capacities, each an Administrative Trustee and, collectively, the Administrative Trustees and, together with the Property Trustee and the Delaware Trustee, the Trustees) and (v) the several Holders, as hereinafter defined.

Agreed Tax Treatment of Trust and Trust Securities. The parties hereto and, by its acceptance or acquisition of a Trust Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Trust Security intend and agree to treat the Trust as a grantor trust for United States federal, state and local tax purposes, and to treat the Trust Securities (including all payments and proceeds with respect to such Trust Securities) as undivided beneficial ownership interests in the Trust Property (and payments and proceeds therefrom, respectively) for United States federal, state and local tax purposes and to treat the Notes as indebtedness of the Depositor for United States federal, state and local tax purposes. The provisions of this Trust Agreement shall be interpreted to further this intention and agreement of the parties set forth in this Section 10.2.

Agreed Tax Treatment of Trust and Trust Securities from Amended and Restated Trust Agreement

This Amended And Restated Trust Agreement, dated as of June 30, 2005, among (i) SL Green Operating Partnership, L.P., a Delaware limited partnership (including any successors or permitted assigns, the Depositor), (ii) JPMorgan Chase Bank, National Association, a national banking association, as property trustee (in such capacity, the Property Trustee), (iii) Chase Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the Delaware Trustee), (iv) Gregory F. Hughes, an individual, Andrew S. Levine, an individual and Marc Holliday, an individual, each of whose address is c/o SL Green Operating Partnership, L.P., 420 Lexington Avenue, New York, NY 10170, as administrative trustees (in such capacities, each an Administrative Trustee and, collectively, the Administrative Trustees and, together with the Property Trustee and the Delaware Trustee, the Trustees) and (v) the several Holders, as hereinafter defined.

Agreed Tax Treatment of Trust and Trust Securities. The parties hereto and, by its acceptance or acquisition of a Trust Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Trust Security intend and agree to treat the Trust as a grantor trust for United States federal, state and local tax purposes, and to treat the Trust Securities (including all payments and proceeds with respect to such Trust Securities) as undivided beneficial ownership interests in the Trust Property (and payments and proceeds therefrom, respectively) for United States federal, state and local tax purposes and to treat the Notes as indebtedness of the Depositor for United States federal, state and local tax purposes. The provisions of this Trust Agreement shall be interpreted to further this intention and agreement of the parties.

Agreed Tax Treatment of Trust and Trust Securities from Amended and Restated Trust Agreement

THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 20, 2005, among (i) GKK Capital LP, a Delaware limited partnership (including any successors or permitted assigns, the Depositor), (ii) JPMorgan Chase Bank, National Association, a national banking association, as property trustee (in such capacity, the Property Trustee), (iii) Chase Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the Delaware Trustee), (iv) Marc Holliday, an individual, Gregory F. Hughes, an individual and Robert R. Foley, an individual, each of whose address is c/o GKK Capital LP, 420 Lexington Avenue, New York, NY 10170, as administrative trustees (in such capacities, each an Administrative Trustee and, collectively, the Administrative Trustees and, together with the Property Trustee and the Delaware Trustee, the Trustees) and (v) the several Holders, as hereinafter defined.

Agreed Tax Treatment of Trust and Trust Securities. The parties hereto and, by its acceptance or acquisition of a Trust Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Trust Security intend and agree to treat the Trust as a grantor trust for United States federal, state and local tax purposes, and to treat the Trust Securities (including all payments and proceeds with respect to such Trust Securities) as undivided beneficial ownership interests in the Trust Property (and payments and proceeds therefrom, respectively) for United States federal, state and local tax purposes and to treat the Notes as indebtedness of the Depositor for United States federal, state and local tax purposes. The provisions of this Trust Agreement shall be interpreted to further this intention and agreement of the parties.

Agreed Tax Treatment of Trust and Trust Securities from Amended and Restated Trust Agreement

THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 28, 2005, among (i) HomeBanc Corp., a Georgia corporation (including any successors or permitted assigns, the Depositor), (ii) Wells Fargo Bank, National Association, as property trustee (in such capacity, the Property Trustee), (iii) Wells Fargo Delaware Trust Company, as Delaware trustee (in such capacity, the Delaware Trustee), (iv) James Krakau and John Kubiak, each of whose address is c/o 2002 Summit Blvd., Suite 100, Atlanta, GA 30319 as administrative trustees (in such capacities, each an Administrative Trustee and, collectively, the Administrative Trustees and, together with the Property Trustee and the Delaware Trustee, the Trustees) and (v) the several Holders, as hereinafter defined.

Agreed Tax Treatment of Trust and Trust Securities. The parties hereto and, by its acceptance or acquisition of a Trust Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Trust Security intend and agree to treat the Trust as a grantor trust for United States federal, state and local tax purposes, and to treat the Trust Securities (including all payments and proceeds with respect to such Trust Securities) as undivided beneficial ownership interests in the Trust Property (and payments and proceeds therefrom, respectively) for United States federal, state and local tax purposes and to treat the Notes as indebtedness of the Depositor for United States federal, state and local tax purposes. The provisions of this Trust Agreement shall be interpreted to further this intention and agreement of the parties set forth in this Section 10.2.

Agreed Tax Treatment of Trust and Trust Securities from Amended and Restated Trust Agreement

THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 15, 2005, among (i) NovaStar Mortgage, Inc., a Virginia corporation (including any successors or permitted assigns, the Depositor), (ii) JPMorgan Chase Bank, National Association, a national banking association, as property trustee (in such capacity, the Property Trustee), (iii) Chase Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the Delaware Trustee), (iv) Scott F. Hartman, an individual, Gregory S. Metz, an individual and Jeffrey D. Ayers, an individual, each of whose address is c/o NovaStar Financial, Inc., 8140 Ward Parkway, Suite 300, Kansas City, MO 64114, as administrative trustees (in such capacities, each an Administrative Trustee and, collectively, the Administrative Trustees and, together with the Property Trustee and the Delaware Trustee, the Trustees) and (v) the several Holders, as hereinafter defined.

Agreed Tax Treatment of Trust and Trust Securities. The parties hereto and, by its acceptance or acquisition of a Trust Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Trust Security intend and agree to treat the Trust as a grantor trust for United States federal, state and local tax purposes, and to treat the Trust Securities (including all payments and proceeds with respect to such Trust Securities) as undivided beneficial ownership interests in the Trust Property (and payments and proceeds therefrom, respectively) for United States federal, state and local tax purposes and to treat the Notes as indebtedness of the Depositor for United States federal, state and local tax purposes. The provisions of this Trust Agreement shall be interpreted to further this intention and agreement of the parties.