Common use of Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others Clause in Contracts

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Sponsor shall (a) maintain (or cause to be maintained) the books of the Issuing Entity on a calendar year basis on the accrual method of accounting, and (b) deliver (or cause to be delivered) to each Certificateholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable each Certificateholder to prepare its respective federal and state income tax returns. Consistent with the Issuing Entity’s characterization for tax purposes as a Qualified REIT Subsidiary, no federal income tax return shall be filed on behalf of the Issuing Entity unless either (y) the Issuing Entity, the Indenture Trustee or the Certificateholders receive an Opinion of Counsel based on a change in applicable law occurring after the date hereof that the Code requires such a filing or (z) the Internal Revenue Service shall determine that the Issuing Entity (or a related Loan Group) is required to file such a return. In the event that the Issuing Entity (or a related Loan Group) is required to file tax returns, the Indenture Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Mortgage Loans. The Sponsor shall prepare or shall cause to be prepared any tax returns required to be filed by the Issuing Entity. The Depositor, or any other such party required by law, shall promptly sign such returns and deliver such returns after signature to the Sponsor and such returns shall be filed by, or at the direction of, the Sponsor with the appropriate tax authorities. In no event shall the Depositor or the Sponsor be liable for any liabilities, costs or expenses of the Issuing Entity arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith), except, for any such liability, cost or expense attributable to the Depositor’s breach of its obligations under this Agreement.]

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Sponsor shall (a) maintain (or cause to be maintained) the books of the Issuing Entity on a calendar year basis on the accrual method of accounting, and (b) deliver (or cause to be delivered) to each Certificateholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable each Certificateholder to prepare its respective federal and state income tax returns. Consistent with the Issuing Entity’s characterization for tax purposes as a Qualified REIT Subsidiary, no federal income tax return shall be filed on behalf of the Issuing Entity unless either (y) the Issuing Entity, the Indenture Trustee or the Certificateholders receive an Opinion of Counsel based on a change in applicable law occurring after the date hereof that the Code requires such a filing or (z) the Internal Revenue Service shall determine that the Issuing Entity (or a related Loan Group) is required to file such a return. In the event that the Issuing Entity (or a related Loan Group) is required to file tax returns, the Indenture Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Mortgage Loans. The Sponsor shall prepare or shall cause to be prepared any tax returns required to be filed by the Issuing Entity. The Depositor, or any other such party required by law, shall promptly sign such returns and deliver such returns after signature to the Sponsor and such returns shall be filed by, or at the direction of, the Sponsor with the appropriate tax authorities. In no event shall the Depositor or the Sponsor be liable for any liabilities, costs or expenses of the Issuing Entity arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith), except, for any such liability, cost or expense attributable to the Depositor’s breach of its obligations under this Agreement.]

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Sponsor shall (a) maintain (or cause to be maintained) the books of the Issuing Entity on a calendar year basis on the accrual method of accounting, and (b) deliver (or cause to be delivered) to each Certificateholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable each Certificateholder to prepare its respective federal and state income tax returns. Consistent with the Issuing Entity’s (and each Loan Groups’) characterization for tax purposes as a Qualified REIT Subsidiary, no federal income tax return shall be filed on behalf of the Issuing Entity unless either (y) the Issuing Entity, the Indenture Trustee or the Certificateholders receive an Opinion of Counsel based on a change in applicable law occurring after the date hereof that the Code requires such a filing or (z) the Internal Revenue Service shall determine that the Issuing Entity (or a related Loan Group) is required to file such a return. In the event that the Issuing Entity (or a related Loan Group) is required to file tax returns, the Indenture Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Mortgage Loans. The Sponsor shall prepare or shall cause to be prepared any tax returns required to be filed by the Issuing Entity. The Depositor, or any other such party required by law, shall promptly sign such returns and deliver such returns after signature to the Sponsor and such returns shall be filed by, or at the direction of, the Sponsor with the appropriate tax authorities. In no event shall the Depositor or the Sponsor be liable for any liabilities, costs or expenses of the Issuing Entity arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith), except, for any such liability, cost or expense attributable to the Depositor’s breach of its obligations under this Agreement.]