Common use of Accounting and Reports to the Certificateholders Clause in Contracts

Accounting and Reports to the Certificateholders. the Internal Revenue Service and Others. The Owner Trustee shall deliver 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 federal and state income tax returns. Consistent with the Trust's characterization for tax purposes, as a security arrangement for the issuance of non-recourse debt, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer by the Depositor permitted by Section 3.4, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. Notwithstanding the preceding sentence, the Owner Trustee shall file Internal Revenue Service Form 8832 and elect for the Trust to be treated as a domestic eligible entity with a single owner that is disregarded as a separate entity, which election shall remain in effect so long as the Depositor or any other party is the sole Certificateholder. In the event that the Trust is required to file tax returns, the Owner Trustee shall prepare or shall cause to be prepared any tax returns required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Residual Interest Instruments, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing) at least five (5) days before such returns are due to be filed. The Depositor (or such designee Owner, as applicable) shall promptly sign such returns and deliver such returns after signature to the Owner Trustee and such returns shall be filed by the Owner Trustee with the appropriate tax authorities. In no event shall the Owner Trustee or the Depositor (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders 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 any act or omission by the Owner Trustee or the Depositor (or such designee Certificateholder, as applicable), as the case may be, in breach of its obligations under this Agreement. The Owner Trustee shall sign all tax information returns prepared and filed pursuant to this Section 5.5 and any other returns as may be required by law, and in doing so shall rely entirely upon, and shall have no liability for information provided by, documents prepared by or calculations provided by, the General Partner, as the case may be. The Owner Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Loans. The Owner Trustee shall not make the election provided under Section 754 of the Code.

Accounting and Reports to the Certificateholders. the Internal Revenue Service and Others. The Owner Trustee Sponsor shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, including, without limitation, the allocations of net income under Section 6.01, 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 Trust's (and each Loan Groups' and Sub-Trusts') characterization for tax purposes, purposes as a security arrangement for the issuance of non-recourse debt, no federal income tax return shall be filed on behalf of the Trust unless either (iy) the Trust, the Sub-Trusts, the Owner Trustee shall or the Certificateholders receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer by the Depositor permitted by Section 3.4, hereof that the Code requires such a filing or (iiz) the Internal Revenue Service shall determine that the Trust (or a related Loan Group or Sub-Trust) is required to file such a return. Notwithstanding the preceding sentence, the Owner Trustee shall file Internal Revenue Service Form 8832 and elect for the Trust to be treated as a domestic eligible entity with a single owner that is disregarded as a separate entity, which election shall remain in effect so long as the Depositor or any other party is the sole Certificateholder. In the event that the Trust (or a related Loan Group or Sub-Trust) is required to file tax returns, the Owner 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 Owner Trustee shall prepare or shall cause to be prepared any tax returns required to be filed by the Trust or the Sub-Trusts and shall remit such returns to the Depositor (or if the Depositor no longer owns any Residual Interest Instruments, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing) Sponsor at least five (5) days before such returns are due to be filed. The Depositor (Sponsor, or any other such designee Ownerparty required by law, as applicable) shall promptly sign such returns and deliver such returns after signature to the Owner Trustee and such returns shall be filed by by, or at the direction of, the Owner Trustee with the appropriate tax authorities. In no event shall the Owner Trustee or the Depositor (or such designee Certificateholder, as applicable) Sponsor be liable for any liabilities, costs or expenses of the Trust or the Noteholders Sub-Trusts 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 any act or omission by the Owner Trustee or the Depositor (or such designee Certificateholder, as applicable), as the case may be, in Sponsor's breach of its obligations under this Agreement. The Owner Trustee shall sign all tax information returns prepared and filed pursuant to this Section 5.5 and any other returns as may be required by law, and in doing so shall rely entirely upon, and shall have no liability for information provided by, documents prepared by or calculations provided by, the General Partner, as the case may be. The Owner Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Loans. The Owner Trustee shall not make the election provided under Section 754 of the Code.

Accounting and Reports to the Certificateholders. the Internal Revenue Service and Others. The Owner Trustee Administrator shall deliver to each Certificateholder such informationCertificateholder, reports or statements as may be required by the Code and applicable Treasury Regulations and Regulations, or as may be required requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust's characterization for tax purposes, purposes as a security arrangement for disregarded entity so long as the issuance of non-recourse debtDepositor or any other Person is the sole Certificateholder, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall receive be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer by the Depositor permitted by Section 3.43.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. Notwithstanding the preceding sentence, the Owner Trustee shall file Internal Revenue Service Form 8832 and elect for the Trust to be treated as a domestic eligible entity with a single owner that is disregarded as a separate entity, which election shall remain in effect so long as the Depositor or any other party is the sole Certificateholder. In the event that there shall be two or more beneficial owners of the Trust is required to file tax returnsTrust, the Owner Administrator shall inform the Indenture Trustee in writing of such event, (x) the Administrator shall prepare or shall cause to be prepared any federal and, if applicable, state or local partnership tax returns returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Residual Interest InstrumentsCertificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing) at least five (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder's share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Depositor (or such designee OwnerCertificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Owner Trustee Administrator and such returns shall be filed by the Owner Trustee Administrator with the appropriate tax authorities. In the event that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as tax matters partner. In no event shall the Owner Trustee Certificateholder or the Depositor (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders 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 any negligent act or omission by the Owner Trustee or the Depositor (or such designee Certificateholder, as applicable), as the case may be, in breach of its obligations under this Agreement. The Owner Trustee shall sign all tax information returns prepared and filed pursuant to this Section 5.5 and any other returns as may be required by law, and in doing so shall rely entirely upon, and shall have no liability for information provided by, documents prepared by or calculations provided by, the General Partner, as the case may be. The Owner Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Loans. The Owner Trustee shall not make the election provided under Section 754 of the Code.

Accounting and Reports to the Certificateholders. the Internal Revenue Service and Others. The Owner Trustee shall deliver to each Certificateholder such information--------------------------------------- Certificateholder, reports or statements as may be required by the Code and applicable Treasury Regulations and Regulations, or as may be required requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust's characterization for tax purposes, purposes as a security arrangement for disregarded entity so long as the issuance of non-recourse debtDepositor or any other Person is the sole Certificateholder, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall receive be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer by the Depositor permitted by Section 3.43.04, the Code requires such a filing or (ii) the Internal ------------ Revenue Service shall determine that the Trust is required to file such a return. Notwithstanding In the preceding sentenceevent that there shall be two or more beneficial owners of the Trust, the Owner Trustee shall file Internal Revenue Service Form 8832 and elect for inform the Trust to be treated as a domestic eligible entity with a single owner that is disregarded as a separate entityIndenture Trustee in writing of such event, which election shall remain in effect so long as the Depositor or any other party is the sole Certificateholder. In the event that the Trust is required to file tax returns, (x) the Owner Trustee shall prepare or shall cause to be prepared any federal and, if applicable, state or local partnership tax returns returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any Residual Interest InstrumentsCertificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing) at least five (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained for each Certificateholder in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such Certificateholder's share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Depositor (or such designee OwnerCertificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Owner Trustee and such returns shall be filed by the Owner Trustee with the appropriate tax authorities. In the event that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Depositor or its designee is hereby designated as tax matters partner or, if the Depositor is not a Certificateholder, the Certificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall be designated as tax matters partner. In no event shall the Owner Trustee Certificateholder or the Depositor (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders 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 any negligent act or omission by the Owner Trustee or the Depositor (or such designee Certificateholder, as applicable), as the case may be, in breach of its obligations under this Agreement. The Owner Trustee shall sign all tax information returns prepared and filed pursuant to this Section 5.5 and any other returns as may be required by law, and in doing so shall rely entirely upon, and shall have no liability for information provided by, documents prepared by or calculations provided by, the General Partner, as the case may be. The Owner Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Loans. The Owner Trustee shall not make the election provided under Section 754 of the Code.