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

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

AMENDED AND RESTATED DECLARATION OF TRUST, dated as of June 22, 2009, among (i) REGIONS FINANCIAL CORPORATION, a Delaware corporation (including any successors or assigns, the Depositor), (ii) DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized under the laws of the State of New York, as property trustee, (in each such capacity, the Property Trustee and, in its separate corporate capacity and not in its capacity as Property Trustee, the Bank), (iii) DEUTSCHE BANK TRUST COMPANY DELAWARE, a banking corporation organized under the laws of the State of Delaware, as Delaware trustee (the Delaware Trustee), (iv) CARL L. GORDAY, an individual, and DANA W. NOLAN, an individual, each of whose address is c/o REGIONS FINANCIAL CORPORATION, 1900 Fifth Avenue North, Birmingham, Alabama 35203 (each an Administrative Trustee and collectively the Administrative Trustees) and (v) the several HOLDERS, as hereinafter defined. This Declaration shall be deemed effective immediately prior

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. The provisions of this Declaration 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 (this Trust Agreement), dated as of February 18, 2009 (the Execution Date), among (i) NovaStar Mortgage, Inc., a Virginia corporation (including any successors or permitted assigns, the Depositor), (ii) The Bank of New York Mellon Trust Company, National Association, a national banking association, as property trustee (in such capacity, the Property Trustee), (iii) BNY Mellon Trust of Delaware, a Delaware banking corporation, as Delaware trustee (in such capacity, the Delaware Trustee), and (iv) W. Lance Anderson, Rodney E. Schwatken and Matthew R. Kaltenrieder, each an individual whose address is c/o NovaStar Financial, Inc., 2114 Central Street, Suite 600, Kansas City, MO 64108, 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, 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 [_], 2005 (as amended and restated, the Trust Agreement), 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 defi

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 25, 2007 (this Trust Agreement), among (i) Alesco Financial Inc., 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 limited purpose trust company, as Delaware trustee (in such capacity, the Delaware Trustee), and (iv) John Longino, an individual, and Christian Carr, an individual, each of whose address is c/o Alesco Financial Inc., 2929 Arch Street, 17th floor, Philadelphia, PA 19104, 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, 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 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 November 1, 2005, among (i) HFF&L (Bermuda) Holdings, Ltd., a Bermuda exempted limited liability company (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) Cedric Snow, an individual, and Rosemary Quinn, an individual, each of whose address is c/o HFF&L (Bermuda) Holdings, Ltd., Canons Court, 22 Victorias Street, Hamilton HM 12 Bermuda, 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

AMENDED AND RESTATED DECLARATION OF TRUST, dated as of ___, 20___, among (i) REGIONS FINANCIAL CORPORATION, a Delaware corporation (including any successors or assigns, the Depositor), (ii) DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation organized under the laws of the State of New York, as property trustee, (in each such capacity, the Property Trustee and, in its separate corporate capacity and not in its capacity as Property Trustee, the Bank), (iii) DEUTSCHE BANK TRUST COMPANY DELAWARE, a banking corporation organized under the laws of the State of Delaware, as Delaware trustee (the Delaware Trustee), (iv) ___, an individual, ___, an individual, and ___, an individual, each of whose address is c/o REGIONS FINANCIAL CORPORATION, 1900 Fifth Avenue North, Birmingham, Alabama 35203 (each an Administrative Trustee and collectively the Administrative 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. The provisions of this Declaration 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 July 26, 2006, among (i) CBRE Realty Finance, 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) Keith Gollenberg, an individual, Michael Angerthal, an individual and James Evans, an individual, each of whose address is c/o CBRE Realty Finance, Inc., City Place I, 187 Asylum Street, 37th Floor, Hartford, Connecticut 06103, 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 15, 2006, among (i) Beazer Homes USA, 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) James OLeary, an individual, Kenneth J. Gary, an individual and Cory J. Boydston, an individual, each of whose address is c/o Beazer Homes USA, Inc., 1000 Abernathy Road, Suite 1200, Atlanta, GA 30328, 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 26, 2005 (as amended and restated, the Trust Agreement), among (i) Anworth Mortgage Asset Corporation, 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) Lloyd McAdams, an individual, Joseph McAdams, an individual and Thad Brown, an individual, each of whose address is c/o Anworth Mortgage Asset Corporation, 1299 Ocean Avenue, Suite 250, Santa Monica, CA 90401, 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 herei

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.