Common use of Additional Limitation on Action and Imposition of Tax Clause in Contracts

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained, and delivered to the Certificate Insurer, an opinion of counsel experienced in federal income tax matters (which opinion shall be at the expense of the Sponsor) to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for either the Upper-Tier REMIC or the Lower-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day or (iii) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of either the Upper-Tier REMIC or the Lower-Tier REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to either the Upper-Tier REMIC or the Lower-Tier REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax, including liability for withholding tax, (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed on the REMIC Trust or the Non-REMIC Estate, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Class R-I and Class R-II Certificates in proportion to their Percentage Interests. To the extent such tax is chargeable against the Owners of the Class R-I and Class R-II Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners of the Class R-I and Class R-II Certificates on any Payment Date sufficient funds to reimburse the Trustee for the payment of such tax (to the extent that the Trustee has not been previously reimbursed or indemnified therefor). (c) The Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Estate (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect thereto that involves the Internal Revenue Service or state tax authorities); provided, however, that if such audit resulted solely from the negligence of the Master Servicer or the Sponsor, as the case may be, the Master Servicer or Sponsor shall pay such expenses. The Trustee shall act on behalf of the Trust Estate in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. (d) On or before April 15 of each calendar year, commencing April 15, 2001, the Trustee shall deliver to the Master Servicer a Certificate from a Responsible Officer of the Trustee stating the Trustee's compliance with its tax reporting duties set forth in this Agreement. 109 116 (e) The Trustee agrees to indemnify the Trust Estate, the Master Servicer and the Sponsor for any taxes and costs, including, without limitation, any penalties, interest, professional fees and attorneys' fees imposed on or incurred by the Trust Estate, the Master Servicer or the Sponsor, as a result of a breach of the Trustee's covenants set forth in this Agreement or as a result of the Trustee's negligence, willful misconduct or bad faith.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 2000 2)

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Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained, and delivered to the Certificate Insurer, obtained an opinion of counsel experienced in federal income tax matters (which opinion shall be at the expense of the Sponsor) to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for either the Upper-Tier REMIC or the Lower-Tier REMICTrust, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Closing Day or (iii) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to either the Upper-Tier REMIC or the Lower-Tier REMIC Trust after the Startup Closing Day pursuant to Section 860G(d) of the Code, or any other tax, including liability for withholding tax, tax (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed on the REMIC Trust or the Non-REMIC Estateimposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Class R-I and Class R-II RS Certificates in proportion to their Percentage Interests. To the extent such tax is chargeable against the Owners of the Class R-I and Class R-II RS Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners of the Class R-I and Class R-II RS Certificates on any Payment Date sufficient funds to reimburse the Trustee for the payment of such tax (to the extent that the Trustee has not been previously reimbursed or indemnified therefor). (c) The Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Estate (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect thereto that involves the Internal Revenue Service or state tax authorities); provided, however, that if such audit resulted solely from the negligence of the Master Servicer or the Sponsor, as the case may be, the Master Servicer or Sponsor shall pay such expenses. The Trustee shall act on behalf of the Trust Estate in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. (d) On or before April 15 of each calendar year, commencing April 15, 2001, the Trustee shall deliver to the Master Servicer a Certificate from a Responsible Officer of the Trustee stating the Trustee's compliance with its tax reporting duties set forth in this Agreement. 109 116 (e) The Trustee agrees to indemnify the Trust Estate, the Master Servicer and the Sponsor for any taxes and costs, including, without limitation, any penalties, interest, professional fees and attorneys' fees imposed on or incurred by the Trust Estate, the Master Servicer or the Sponsor, as a result of a breach of the Trustee's covenants set forth in this Agreement or as a result of the Trustee's negligence, willful misconduct or bad faith.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1996-4)

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained, and delivered to the Certificate Insurer, obtained an opinion of counsel experienced in federal income tax matters (which opinion shall be at the expense of the Sponsor) to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for either the Upper-Tier REMIC or the Lower-Tier REMICTrust, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day or (iii) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to either the Upper-Tier REMIC or the Lower-Tier REMIC Trust after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax, including liability for withholding tax, tax (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed on the REMIC Trust or the Non-REMIC Estateimposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Class R-I and Class R-II R Certificates in proportion to their Percentage Interests. To the extent such tax is chargeable against the Owners of the Class R-I and Class R-II R Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners of the Class R-I and Class R-II R Certificates on any Payment Date sufficient funds to reimburse the Trustee for the payment of such tax (to the extent that the Trustee has not been previously reimbursed or indemnified therefor). (c) The Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Estate (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect thereto that involves the Internal Revenue Service or state tax authorities); provided, however, that if such audit resulted solely from the negligence of the Master Servicer or the Sponsor, as the case may be, the Master Servicer or Sponsor shall pay such expenses. The Trustee shall act on behalf of the Trust Estate in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. (d) On or before April 15 of each calendar year, commencing April 15, 2001, the Trustee shall deliver to the Master Servicer a Certificate from a Responsible Officer of the Trustee stating the Trustee's compliance with its tax reporting duties set forth in this Agreement. 109 116 (e) The Trustee agrees to indemnify the Trust Estate, the Master Servicer and the Sponsor for any taxes and costs, including, without limitation, any penalties, interest, professional fees and attorneys' fees imposed on or incurred by the Trust Estate, the Master Servicer or the Sponsor, as a result of a breach of the Trustee's covenants set forth in this Agreement or as a result of the Trustee's negligence, willful misconduct or bad faith.135

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1997-1)

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained, and delivered to the Certificate Insurer, an opinion of counsel experienced in federal income tax matters (which opinion shall be at the expense of the Sponsor) to the effect 108 115 that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for either the Upper-Tier REMIC or the Lower-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day or (iii) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of either the Upper-Tier REMIC or the Lower-Tier REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to either the Upper-Tier REMIC or the Lower-Tier REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax, including liability for withholding tax, (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed on the REMIC Trust or the Non-REMIC Estate, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Class R-I and Class R-II Certificates in proportion to their Percentage Interests. To the extent such tax is chargeable against the Owners of the Class R-I and Class R-II Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners of the Class R-I and Class R-II Certificates on any Payment Date sufficient funds to reimburse the Trustee for the payment of such tax (to the extent that the Trustee has not been previously reimbursed or indemnified therefor). (c) The Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Estate (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect thereto that involves the Internal Revenue Service or state tax authorities); provided, however, that if such audit resulted solely from the negligence of the Master Servicer or the Sponsor, as the case may be, the Master Servicer or Sponsor shall pay such expenses. The Trustee shall act on behalf of the Trust Estate in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. (d) On or before April 15 of each calendar year, commencing April 15, 20012000, the Trustee shall deliver to the Master Servicer a Certificate from a Responsible Officer of the Trustee stating the Trustee's compliance with its tax reporting duties set forth in this Agreement. 109 116 . (e) The Trustee agrees to indemnify the Trust Estate, the Master Servicer and the Sponsor for any taxes and costs, including, without limitation, any penalties, interest, professional fees and attorneys' fees imposed on or incurred by the Trust Estate, the Master Servicer or the Sponsor, as a result of a breach of the Trustee's covenants set forth in this Agreement or as a result of the Trustee's negligence, willful misconduct or bad faith.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1999-3)

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without 141 155 having obtained, and delivered to the Certificate Insurer, obtained an opinion of counsel experienced in federal income tax matters (which opinion shall be at the expense of the Sponsor) to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for either the Upper-Tier REMIC or the Lower-Tier REMICTrust, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day or (iii) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to either the Upper-Tier REMIC or the Lower-Tier REMIC Trust after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax, including liability for withholding tax, tax (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed on the REMIC Trust or the Non-REMIC Estateimposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Class R-I and Class R-II R Certificates in proportion to their Percentage Interests. To the extent such tax is chargeable against the Owners of the Class R-I and Class R-II R Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners of the Class R-I and Class R-II R Certificates on any Payment Date sufficient funds to reimburse the Trustee for the payment of such tax (to the extent that the Trustee has not been previously reimbursed or indemnified therefor). (c) The Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Estate (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect thereto that involves the Internal Revenue Service or state tax authorities); provided, however, that if such audit resulted solely from the negligence of the Master Servicer or the Sponsor, as the case may be, the Master Servicer or Sponsor shall pay such expenses. The Trustee shall act on behalf of the Trust Estate in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. (d) On or before April 15 of each calendar year, commencing April 15, 2001, the Trustee shall deliver to the Master Servicer a Certificate from a Responsible Officer of the Trustee stating the Trustee's compliance with its tax reporting duties set forth in this Agreement. 109 116 (e) The Trustee agrees to indemnify the Trust Estate, the Master Servicer and the Sponsor for any taxes and costs, including, without limitation, any penalties, interest, professional fees and attorneys' fees imposed on or incurred by the Trust Estate, the Master Servicer or the Sponsor, as a result of a breach of the Trustee's covenants set forth in this Agreement or as a result of the Trustee's negligence, willful misconduct or bad faith.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1997-2)

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained, and delivered to the Certificate Insurer, an opinion of 123 130 counsel experienced in federal income tax matters (which opinion shall be at the expense of the Sponsor) to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for either the Upper-Tier REMIC or the Lower-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day or (iii) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of either the Upper-Tier REMIC or the Lower-Tier REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to either the Upper-Tier REMIC or the Lower-Tier REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax, including liability for withholding tax, (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed on the REMIC Trust or the Non-REMIC Estate, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Class R-I and Class R-II Certificates in proportion to their Percentage Interests. To the extent such tax is chargeable against the Owners of the Class R-I and Class R-II Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners of the Class R-I and Class R-II Certificates on any Payment Date sufficient funds to reimburse the Trustee for the payment of such tax (to the extent that the Trustee has not been previously reimbursed or indemnified therefor). (c) The Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Estate (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect thereto that involves the Internal Revenue Service or state tax authorities); provided, however, that if such audit resulted solely from the negligence of the Master Servicer or the Sponsor, as the case may be, the Master Servicer or Sponsor shall pay such expenses. The Trustee shall act on behalf of the Trust Estate in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. (d) On or before April 15 of each calendar year, commencing April 15, 2001, the Trustee shall deliver to the Master Servicer a Certificate from a Responsible Officer of the Trustee stating the Trustee's compliance with its tax reporting duties set forth in this Agreement. 109 116 . (e) The Trustee agrees to indemnify the Trust Estate, the Master Servicer and the Sponsor for any taxes and costs, including, without limitation, any penalties, interest, professional fees and attorneys' fees imposed on or incurred by the Trust Estate, the Master Servicer or the Sponsor, as a result of a breach of the Trustee's covenants set forth in this Agreement or as a result of the Trustee's negligence, willful misconduct or bad faith.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 2000-1)

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained, and delivered to the Class A-8 and Class A-9 Certificate Insurer, an opinion of counsel experienced in federal income tax matters (which opinion shall be at the expense of the Sponsor) to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for either the Upper-Tier REMIC or the Lower-Tier REMICTrust, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day or (iii) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to either the Upper-Tier REMIC or the Lower-Tier REMIC Trust after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax, including liability for withholding tax, tax (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed on the REMIC Trust or the Non-REMIC Estateimposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Class R-I and Class R-II R Certificates in proportion to their Percentage Interests. To the extent such tax is chargeable against the Owners of the Class R-I and Class R-II R Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners of the Class R-I and Class R-II R Certificates on any Payment Date sufficient funds to reimburse the Trustee for the payment of such tax (to the extent that the Trustee has not been previously reimbursed or indemnified therefor). (c) The Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Estate (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect thereto that involves the Internal Revenue Service or state tax authorities); provided, however, that if such audit resulted solely from the negligence of the Master Servicer or the Sponsor, as the case may be, the Master Servicer or Sponsor shall pay such expenses. The Trustee shall act on behalf of the Trust Estate in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. (d) On or before April 15 of each calendar year, commencing April 15, 2001, the Trustee shall deliver to the Master Servicer a Certificate from a Responsible Officer of the Trustee stating the Trustee's compliance with its tax reporting duties set forth in this Agreement. 109 116 (e) The Trustee agrees to indemnify the Trust Estate, the Master Servicer and the Sponsor for any taxes and costs, including, without limitation, any penalties, interest, professional fees and attorneys' fees imposed on or incurred by the Trust Estate, the Master Servicer or the Sponsor, as a result of a breach of the Trustee's covenants set forth in this Agreement or as a result of the Trustee's negligence, willful misconduct or bad faith.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Advanta Mortgage Conduit Services Inc)

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Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained, and delivered to the Certificate Group I Insurer, an opinion of counsel experienced in federal income tax matters (which opinion shall be at the expense of the Sponsor) to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for either the Upper-Tier REMIC or the Lower-Tier REMIC, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day or (iii) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of either the Upper-Tier REMIC or the Lower-Tier REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to either the Upper-Tier REMIC or the Lower-Tier REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax, including liability for withholding tax, tax (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed on the REMIC Trust or the Non-REMIC Estateimposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement, or 111 117 otherwise (iii) the Owners of the Lower-Tier Residual Class R-I and the Class R-II R Certificates in proportion to their Percentage Interests. To the extent such tax is chargeable against the Owners of the Lower-Tier Residual Class R-I and the Class R-II R Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners of the Class R-I and Class R-II R Certificates on any Payment Date sufficient funds to reimburse the Trustee for the payment of such tax (to the extent that the Trustee has not been previously reimbursed or indemnified therefor). (c) The Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Estate (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect thereto that involves the Internal Revenue Service or state tax authorities); provided, however, that if such audit resulted solely from the negligence of the Master Servicer or the Sponsor, as the case may be, the Master Servicer or Sponsor shall pay such expenses. The Trustee shall act on behalf of the Trust Estate in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. (d) On or before April 15 of each calendar year, commencing April 15, 2001, the Trustee shall deliver to the Master Servicer a Certificate from a Responsible Officer of the Trustee stating the Trustee's compliance with its tax reporting duties set forth in this Agreement. 109 116 (e) The Trustee agrees to indemnify the Trust Estate, the Master Servicer and the Sponsor for any taxes and costs, including, without limitation, any penalties, interest, professional fees and attorneys' fees imposed on or incurred by the Trust Estate, the Master Servicer or the Sponsor, as a result of a breach of the Trustee's covenants set forth in this Agreement or as a result of the Trustee's negligence, willful misconduct or bad faith.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1998-1)

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained, and delivered to the Certificate Insurer, obtained an opinion of counsel experienced in federal income tax matters (which opinion shall be at the expense of the Sponsor) to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for either the Upper-Tier REMIC or the Lower-Tier REMICTrust, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day or (iii) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to either the Upper-Tier REMIC or the Lower-Tier REMIC Trust after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax, including liability for withholding tax, tax (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed on the REMIC Trust or the Non-REMIC Estateimposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Class R-I and Class R-II Residual Certificates in proportion to their Percentage Interests. To the extent such tax is chargeable against the Owners of the Class R-I and Class R-II Residual Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners of the Class R-I and Class R-II Residual Certificates on any Payment Distribution Date sufficient funds to reimburse the Trustee for the payment of such tax (to the extent that the Trustee has not been previously reimbursed or indemnified therefor). (c) The Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Estate (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect thereto that involves the Internal Revenue Service or state tax authorities); provided, however, that if such audit resulted solely from the negligence of the Master Servicer or the Sponsor, as the case may be, the Master Servicer or Sponsor shall pay such expenses. The Trustee shall act on behalf of the Trust Estate in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. (d) On or before April 15 of each calendar year, commencing April 15, 2001, the Trustee shall deliver to the Master Servicer a Certificate from a Responsible Officer of the Trustee stating the Trustee's compliance with its tax reporting duties set forth in this Agreement. 109 116 (e) The Trustee agrees to indemnify the Trust Estate, the Master Servicer and the Sponsor for any taxes and costs, including, without limitation, any penalties, interest, professional fees and attorneys' fees imposed on or incurred by the Trust Estate, the Master Servicer or the Sponsor, as a result of a breach of the Trustee's covenants set forth in this Agreement or as a result of the Trustee's negligence, willful misconduct or bad faith.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Accredited Home Lenders Inc)

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained, and delivered to the Certificate Insurer, obtained an opinion of counsel experienced in federal income tax matters (which opinion shall be at the expense of the Sponsor) to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for either the Upper-Tier REMIC or the Lower-Tier REMICTrust, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day or (iii) agree to any modification of this Agreement. (b) In the event that any tax is imposed on "prohibited transactions" of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to either the Upper-Tier REMIC or the Lower-Tier REMIC Trust after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax, including liability for withholding tax, tax (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed on the REMIC Trust or the Non-REMIC Estateimposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Class R-I and Class R-II RS Certificates in proportion to their Percentage Interests. To the extent such tax is chargeable against the Owners of the Class R-I and Class R-II RS Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners of the Class R-I and Class R-II RS Certificates on any Payment Date sufficient funds to reimburse the Trustee for the payment of such tax (to the extent that the Trustee has not been previously reimbursed or indemnified therefor). (c) The Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Estate (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect thereto that involves the Internal Revenue Service or state tax authorities); provided, however, that if such audit resulted solely from the negligence of the Master Servicer or the Sponsor, as the case may be, the Master Servicer or Sponsor shall pay such expenses. The Trustee shall act on behalf of the Trust Estate in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. (d) On or before April 15 of each calendar year, commencing April 15, 2001, the Trustee shall deliver to the Master Servicer a Certificate from a Responsible Officer of the Trustee stating the Trustee's compliance with its tax reporting duties set forth in this Agreement. 109 116 (e) The Trustee agrees to indemnify the Trust Estate, the Master Servicer and the Sponsor for any taxes and costs, including, without limitation, any penalties, interest, professional fees and attorneys' fees imposed on or incurred by the Trust Estate, the Master Servicer or the Sponsor, as a result of a breach of the Trustee's covenants set forth in this Agreement or as a result of the Trustee's negligence, willful misconduct or bad faith.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1996-3)

Additional Limitation on Action and Imposition of Tax. (a) Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained, and delivered to the Class A-8 and Class A-9 Certificate Insurer, an opinion of counsel experienced in federal income tax matters (which opinion shall be at the expense of the Sponsor) to the effect that such transaction does not result in a tax imposed on the Trust or cause a termination of REMIC status for either the Upper-Tier REMIC or the Lower-Tier REMICTrust, (i) sell any assets in the Trust Estate, (ii) accept any contribution of assets after the Startup Day or (iii) agree to any modification of this Agreement. . 115 129 (b) In the event that any tax is imposed on "prohibited transactions" of either the Upper-Tier REMIC or the Lower-Tier REMIC Trust as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" as defined in Section 860G(c) of the Code, on any contribution to either the Upper-Tier REMIC or the Lower-Tier REMIC Trust after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax, including liability for withholding tax, tax (other than any minimum tax imposed by Sections 23151(a) or 23153(a) of the California Revenue and Taxation Code) is imposed on the REMIC Trust or the Non-REMIC Estateimposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Agreement, (ii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement, or otherwise (iii) the Owners of the Class R-I and Class R-II R Certificates in proportion to their Percentage Interests. To the extent such tax is chargeable against the Owners of the Class R-I and Class R-II R Certificates, notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners of the Class R-I and Class R-II R Certificates on any Payment Date sufficient funds to reimburse the Trustee for the payment of such tax (to the extent that the Trustee has not been previously reimbursed or indemnified therefor). (c) The Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Estate (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect thereto that involves the Internal Revenue Service or state tax authorities); provided, however, that if such audit resulted solely from the negligence of the Master Servicer or the Sponsor, as the case may be, the Master Servicer or Sponsor shall pay such expenses. The Trustee shall act on behalf of the Trust Estate in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. (d) On or before April 15 of each calendar year, commencing April 15, 2001, the Trustee shall deliver to the Master Servicer a Certificate from a Responsible Officer of the Trustee stating the Trustee's compliance with its tax reporting duties set forth in this Agreement. 109 116 (e) The Trustee agrees to indemnify the Trust Estate, the Master Servicer and the Sponsor for any taxes and costs, including, without limitation, any penalties, interest, professional fees and attorneys' fees imposed on or incurred by the Trust Estate, the Master Servicer or the Sponsor, as a result of a breach of the Trustee's covenants set forth in this Agreement or as a result of the Trustee's negligence, willful misconduct or bad faith.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1997-3)

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