Common use of Administration of the Trust Fund Clause in Contracts

Administration of the Trust Fund. (a) It is intended that the Trust Fund formed hereunder shall constitute, and that the affairs of the Trust Fund shall be conducted so as to qualify as, a REMIC as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Trustee covenants and agrees that it shall act as the agent of the Trust Fund (and the Trustee is hereby appointed to act as such agent), and that in such capacity it shall: (i) prepare and file, or cause to be prepared and filed, in a timely manner, and sign, any Tax Returns required by the REMIC Provisions and other applicable income tax laws, using a calendar year as the taxable year for the REMIC; (ii) make or cause to be made an election, on behalf of the REMIC, to be treated as a REMIC on the Tax Return of the REMIC for its first taxable year, in accordance with the REMIC Provisions; (iii) prepare, file, deliver and sign any and all Tax Returns, information statements or other forms required to be delivered to any governmental taxing authority (including, without limitation, within 30 days after the Closing Date, Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMICs) and Issuers of Collateralized Debt Obligations"), or to any Certificateholder, pursuant to any applicable federal, state or local tax laws with respect to the Trust Fund or the related Certificates and the transactions contemplated by this Agreement; (iv) provide to each of the related Certificateholders such data necessary for their original issue discount computations and market discount computations with respect to such Certificates for federal income tax purposes and such information as such Certificateholders may reasonably request from time to time; (v) conduct the affairs of the Trust Fund so as to maintain the status thereof as a REMIC under the REMIC Provisions; (vi) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the Trust Fund; (vii) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Holder who is not a Permitted Transferee or an agent (including a broker, nominee or other middleman) of a Person who is not a Permitted Transferee or a pass-through entity in which a Person who is not a Permitted Transferee is the record holder of an interest, provided that the reasonable cost of computing and furnishing such information shall be charged to the Person liable for such tax; (viii) maintain records relating to the REMIC, including but not limited to the income, expenses, assets and liabilities of the REMIC, and the fair market value and adjusted basis of the assets included in the REMIC determined at such intervals as may be required by the Code and as may be necessary to prepare the foregoing returns, schedules, statements or information; and (ix) as and when necessary and appropriate, represent the REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of the REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the REMIC, and otherwise act on behalf of the REMIC in relation to any tax matter or controversy involving the REMIC; provided, however, that the Trustee shall have no liability for any failure by it to perform its obligations under this Section 3.01(a) if the information or data necessary to perform such obligations has not been provided to the Trustee, unless such failure to perform results solely from the negligence or bad faith of the Trustee. (b) In the event that any federal, state or local tax (including a tax on "prohibited transactions" as defined in Section 860F of the Code) is imposed on the REMIC and is not otherwise paid pursuant to this provision of the Agreement, such tax shall be charged first against amounts otherwise distributable to the Holder of the Residual Certificate and then against amounts otherwise distributable to the Holders of the Regular Certificates. The Trustee is hereby authorized to retain from amounts otherwise distributable to the related Certificateholders sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the REMIC (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); in addition, upon the direction of the Holder of the Residual Certificate the Trustee shall institute, conduct and terminate appropriate proceedings to contest any such tax, provided that the Holder of the Residual Certificate shall indemnify the Trustee for all expenses, costs and liabilities arising from any such action. (c) Notwithstanding the provisions of paragraph (b) above, the Holder of the Residual Certificate shall pay on written demand, and shall indemnify and hold harmless the Trustee and the related REMIC from and against, any and all federal, state and local taxes, including taxes on "prohibited transactions" as defined in Section 860F of the Code (including, for this purpose, any and all interest, penalties, fines and additions to tax, as well as any and all reasonable counsel fees and out-of-pocket expenses incurred in contesting the imposition of such tax) imposed on the REMIC. Such indemnification shall survive the termination of the Agreement and the REMIC created hereby. (d) In connection with its receipt of any distribution on any Underlying Security on any Underlying Remittance Date, the Trustee shall verify the principal or interest, as applicable, by public information systems established and customarily relied upon for such purpose and shall confirm that the principal and/or interest payment received on such date is equal to the distribution amount reflected on such information system. If (i) the amount of any distribution varies from the amount reflected on such information system for such distribution, (ii) the Trustee shall not have received a distribution by the close of business on the date on which such distribution was to be received by the Trustee, or (iii) a Responsible Officer of the Trustee shall gain actual knowledge of any default under any Underlying Agreement, the Trustee shall promptly notify the Depositor and the Certificateholders, and shall proceed in accordance with the provisions of Section 8.02. (e) The Depositor, upon request, shall promptly furnish the Trustee with all such information as may be reasonably required in connection with the Trustee's preparation of all Tax Returns of the REMIC or to enable the Trustee to respond to reasonable requests for information made by related Certificateholders in connection with tax matters.

Administration of the Trust Fund. (a) It is intended that the Trust Fund formed hereunder shall constitute, and that the affairs of the Trust Fund shall be conducted so as to qualify as, a REMIC as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Trustee covenants and agrees that it shall act as the agent of the Trust Fund (and the Trustee is hereby appointed to act as such agent), and that in such capacity it shall: (i) prepare and file, or cause to be prepared and filed, in a timely manner, and sign, any Tax Returns required by the REMIC Provisions and other applicable income tax laws, using a calendar year as the taxable year for the REMIC; (ii) make or cause to be made an election, on behalf of the REMIC, to be treated as a REMIC on the Tax Return of the REMIC for its first taxable year, in accordance with the REMIC Provisions; (iii) prepare, file, deliver and sign any and all Tax Returns, information statements or other forms required to be delivered to any governmental taxing authority (including, without limitation, within 30 days after the Closing Date, Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMICs) and Issuers of Collateralized Debt Obligations"), or to any Certificateholder, pursuant to any applicable federal, state or local tax laws with respect to the Trust Fund or the related Certificates and the transactions contemplated by this Agreement; (iv) provide to each of the related Certificateholders such data necessary for their original issue discount computations and market discount computations with respect to such Certificates for federal income tax purposes and such information as such Certificateholders may reasonably request from time to time; (v) conduct the affairs of the Trust Fund so as to maintain the status thereof as a REMIC under the REMIC Provisions; (vi) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the Trust Fund; (vii) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Holder who is not a Permitted Transferee or an agent (including a broker, nominee or other middleman) of a Person who is not a Permitted Transferee or a pass-through entity in which a Person who is not a Permitted Transferee is the record holder of an interest, provided that the reasonable cost of computing and furnishing such information shall be charged to the Person liable for such tax; (viii) maintain records relating to the REMIC, including but not limited to the income, expenses, assets and liabilities of the REMIC, and the fair market value and adjusted basis of the assets included in the REMIC determined at such intervals as may be required by the Code and as may be necessary to prepare the foregoing returns, schedules, statements or information; and (ix) as and when necessary and appropriate, represent the REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of the REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the REMIC, and otherwise act on behalf of the REMIC in relation to any tax matter or controversy involving the REMIC; provided, however, that the Trustee shall have no liability for any failure by it to perform its obligations under this Section 3.01(a) if the information or data necessary to perform such obligations has not been provided to the Trustee, unless such failure to perform results solely from the negligence or bad faith of the Trustee. (b) In the event that any federal, state or local tax (including a tax on "prohibited transactions" as defined in Section 860F of the Code) is imposed on the REMIC and is not otherwise paid pursuant to this provision of the Agreement, such tax shall be charged first against amounts otherwise distributable to the Holder of the Residual Certificate and then against amounts otherwise distributable to the Holders of the Regular Certificates. The Trustee is hereby authorized to retain from amounts otherwise distributable to the related Certificateholders sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the REMIC (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); in addition, upon the direction of the Holder of the Residual Certificate the Trustee shall institute, conduct and terminate appropriate proceedings to contest any such tax, provided that the Holder of the Residual Certificate shall indemnify the Trustee for all expenses, costs and liabilities arising from any such action. (c) Notwithstanding the provisions of paragraph (b) above, the Holder of the Residual Certificate shall pay on written demand, and shall indemnify and hold harmless the Trustee and the related REMIC from and against, any and all federal, state and local taxes, including taxes on "prohibited transactions" as defined in Section 860F of the Code (including, for this purpose, any and all interest, penalties, fines and additions to tax, as well as any and all reasonable counsel fees and out-of-pocket expenses incurred in contesting the imposition of such tax) imposed on the REMIC. Such indemnification shall survive the termination of the Agreement and the REMIC created hereby. (d) In connection with its receipt of any distribution on any the Underlying Security Certificate on any Underlying Remittance Date, the Trustee shall verify the principal or interest, as applicable, by public information systems established and customarily relied upon for such purpose and shall confirm that the principal and/or interest payment received on such date is equal to the distribution amount reflected on such information system. If (i) the amount of any distribution varies from the amount reflected on such information system for such distribution, (ii) the Trustee shall not have received a distribution by the close of business on the date on which such distribution was to be received by the Trustee, or (iii) a Responsible Officer of the Trustee shall gain actual knowledge of any default under any the Underlying Agreement, the Trustee shall promptly notify the Depositor and the Certificateholders, and shall proceed in accordance with the provisions of Section 8.02. (e) The Depositor, upon request, shall promptly furnish the Trustee with all such information as may be reasonably required in connection with the Trustee's preparation of all Tax Returns of the REMIC or to enable the Trustee to respond to reasonable requests for information made by related Certificateholders in connection with tax matters.

Administration of the Trust Fund. (a) It is intended that the Trust Fund formed hereunder shall constitute, and that the affairs of the Trust Fund shall be conducted so as to qualify as, a REMIC as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Trustee covenants and agrees that it shall act as the agent of the Trust Fund (and the Trustee is hereby appointed to act as such agent), and that in such capacity it shall: (i) prepare and file, or cause to be prepared and filed, in a timely manner, and sign, any Tax Returns required by the REMIC Provisions and other applicable income tax lawsby Applicable State and Local Income Tax Laws, using a calendar year as the taxable year for the REMIC; (ii) make or cause to be made an election, on behalf of the REMIC, to be treated as a REMIC on the Tax Return of the REMIC for its first taxable year, in accordance with the REMIC Provisions; (iii) prepare, file, deliver and sign any and all Tax Returns, information statements or other forms required to be delivered to any governmental taxing authority (including, without limitation, within 30 days after the Closing Date, Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMICs) and Issuers of Collateralized Debt Obligations"), or to any Certificateholder, pursuant to any applicable federal, state or local federal tax laws and any Applicable State and Local Income Tax Laws with respect to the Trust Fund or the related Certificates and the transactions contemplated by this Trust Agreement; (iv) provide to each of the related Certificateholders such data necessary for their original issue discount computations and market discount computations with respect to such Certificates for federal income tax purposes and such information as such Certificateholders may reasonably request from time to time; (v) conduct the affairs of the Trust Fund so as to maintain the status thereof as a REMIC under the REMIC Provisions; (vi) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the Trust Fund; (vii) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Holder who is not a Permitted Transferee or an agent (including a broker, nominee or other middleman) of a Person who is not a Permitted Transferee or a pass-through entity in which a Person who is not a Permitted Transferee is the record holder of an interest, provided that the reasonable cost of computing and furnishing such information shall be charged to the Person liable for such tax; (viii) maintain records relating to the REMIC, including but not limited to the income, expenses, assets and liabilities of the REMIC, and the fair market value and adjusted basis of the assets included in the REMIC determined at such intervals as may be required by the Code and as may be necessary to prepare the foregoing returns, schedules, statements or information; and (ix) as and when necessary and appropriate, represent the REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of the REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the REMIC, and otherwise act on behalf of the REMIC in relation to any tax matter or controversy involving the REMIC; provided, however, that the Trustee shall have no liability for any failure by it to perform its obligations under this Section 3.01(a) if the information or data necessary to perform such obligations has not been provided to the Trustee, unless such failure to perform results solely from the negligence or bad faith of the Trustee. (b) In the event that any federal, state or local tax (including a tax on "prohibited transactions" as defined in Section 860F of the Code) is imposed on the REMIC and is not otherwise paid pursuant to this provision of the Agreement, such tax shall be charged first against amounts otherwise distributable to the Holder of the Residual Certificate and then against amounts otherwise distributable to the Holders of the Regular Certificates. The Trustee is hereby authorized to retain from amounts otherwise distributable to the related Certificateholders sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the REMIC (but such authorization shall not prevent the Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); in addition, upon the direction of the Holder of the Residual Certificate the Trustee shall institute, conduct and terminate appropriate proceedings to contest any such tax, provided that the Holder of the Residual Certificate shall indemnify the Trustee for all expenses, costs and liabilities arising from any such action. (c) Notwithstanding the provisions of paragraph (b) above, the Holder of the Residual Certificate shall pay on written demand, and shall indemnify and hold harmless the Trustee and the related REMIC from and against, any and all federal, state and local taxes, including taxes on "prohibited transactions" as defined in Section 860F of the Code (including, for this purpose, any and all interest, penalties, fines and additions to tax, as well as any and all reasonable counsel fees and out-of-pocket expenses incurred in contesting the imposition of such tax) imposed on the REMIC. Such indemnification shall survive the termination of the Agreement and the REMIC created hereby. (d) In connection with its receipt of any distribution on any the Underlying Security Certificate on any Underlying Remittance Date, the Trustee shall verify the principal or interest, as applicable, by public information systems established and customarily relied upon for such purpose and shall confirm that the principal and/or interest payment received on such date is equal to the distribution amount reflected on such information system. If (i) the amount of any distribution varies from the amount reflected on such information system for such distribution, (ii) the Trustee shall not have received a distribution by the close of business on the date on which such distribution was to be received by the Trustee, or (iii) a Responsible Officer of the Trustee shall gain actual knowledge of any default under any the Underlying Agreement, the Trustee shall promptly notify the Depositor and the Certificateholders, and shall proceed in accordance with the provisions of Section 8.02. (e) The Depositor, upon request, shall promptly furnish the Trustee with all such information as may be reasonably required in connection with the Trustee's preparation of all Tax Returns of the REMIC or to enable the Trustee to respond to reasonable requests for information made by related Certificateholders in connection with tax matters.