Common use of Compliance with REMIC Provisions and Grantor Trust Provisions Clause in Contracts

Compliance with REMIC Provisions and Grantor Trust Provisions. The Special Servicer shall act in accordance with this Agreement and the provisions of the Code relating to REMICs in order to create or maintain the status of any REMIC Pool as a REMIC under the Code or, as appropriate, cooperate with the Trustee to adopt a plan of complete liquidation. The Special Servicer shall not take any action or (A) cause any REMIC Pool to take any action that would (i) endanger the status of any REMIC Pool as a REMIC or the status of the Class EI Grantor Trust or the Class A-3-1FL Grantor Trust as a grantor trust or (ii) subject to Section 9.14(e), result in the imposition of a tax upon any REMIC Pool (including, but not limited to, the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code or on prohibited contributions pursuant to Section 860G(d) of the Code) or (B) cause either the Class A-3-1FL Grantor Trust or Class EI Grantor Trust to take any action that could (i) endanger its status as a grantor trust or (ii) result in the imposition of any tax upon the Class A-3-1FL Grantor Trust or Class EI Grantor Trust unless the Master Servicer and the Trustee have received a Nondisqualification Opinion (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such tax. The Special Servicer shall comply with the provisions of Article XII hereof.

Compliance with REMIC Provisions and Grantor Trust Provisions. The Special Master Servicer shall act in accordance with this Agreement and the REMIC Provisions and related provisions of the Code relating to REMICs in order to create or maintain the status of any the REMIC Pool Pools created hereby as REMICs and each of the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust created hereby as a REMIC grantor trust under the Code or, as appropriate, cooperate with the Trustee to adopt a plan of complete liquidationCode. The Special Master Servicer shall not take any no action or (A) cause any REMIC Pool to take any action that would could (i) endanger the status of any REMIC Pool as a REMIC or under the status of the Class EI Grantor Trust or the Class A-3-1FL Grantor Trust as a grantor trust Code or (ii) subject to Section 9.14(e), result in the imposition of a tax upon any REMIC Pool (including, but not limited to, the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code or on prohibited contributions pursuant to Section 860G(d) of the Code) or (B) cause either the Class A-3-1FL Grantor Trust or Class EI Grantor Trust to take any action that could (i) endanger its status as a grantor trust or (ii) result in the imposition of any tax upon the Class A-3-1FL Grantor Trust or Class EI Grantor Trust Trust, unless the Master Servicer and the Trustee shall have received a Nondisqualification Opinion (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such -210- status or result in the imposition of such tax. The Special Master Servicer shall comply with the provisions of Article XII hereof.

Compliance with REMIC Provisions and Grantor Trust Provisions. The Special Master Servicer shall act in accordance with this Agreement and the REMIC Provisions and related provisions of the Code relating to REMICs in order to create or maintain the status of any the REMIC Pool Pools created hereby as REMICs and each of the Class A-3-1FL Grantor Trust and the Class EI Grantor Trust created hereby as a REMIC grantor trust under the Code or, as appropriate, cooperate with the Trustee to adopt a plan of complete liquidationCode. The Special Master Servicer shall not take any no action or (A) cause any REMIC Pool to take any action that would could (i) endanger the status of any REMIC Pool as a REMIC or under the status of the Class EI Grantor Trust or the Class A-3-1FL Grantor Trust as a grantor trust Code or (ii) subject to Section 9.14(e), result in the imposition of a tax upon any REMIC Pool (including, but not limited to, the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code or on prohibited contributions pursuant to Section 860G(d) of the Code) or (B) cause either the Class A-3-1FL Grantor Trust or Class EI Grantor Trust to take any action that could (i) endanger its status as a grantor trust or (ii) result in the imposition of any tax upon the Class A-3-1FL Grantor Trust or Class EI Grantor Trust Trust, unless the Master Servicer and the Trustee shall have received a Nondisqualification Opinion (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such tax. The Special Master Servicer shall comply with the provisions of Article XII hereof.

Compliance with REMIC Provisions and Grantor Trust Provisions. The Special Servicer Servicers shall act in accordance with this Agreement and the provisions of the Code relating to REMICs in order to create or maintain the status of any REMIC Pool as a REMIC under the Code or, as appropriate, cooperate with the Trustee to adopt a plan of complete liquidation. The Special Servicer Servicers shall not take any action or (A) cause any REMIC Pool to take any action that would (i) endanger the status of any REMIC Pool as a REMIC or the status of the Class EI EI/Class EI-L3 Grantor Trust or the Class A-3-1FL Grantor Trust as a grantor trust or (ii) subject to Section 9.14(e), result in the imposition of a tax upon any REMIC Pool (including, but not limited to, the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code or on prohibited contributions pursuant to Section 860G(d) of the Code) or (B) cause either the Class A-3-1FL Grantor Trust or Class EI EI/Class EI-L3 Grantor Trust to take any action that could (i) endanger its status as a grantor trust or (ii) result in the imposition of any tax upon the Class A-3-1FL Grantor Trust or Class EI EI/Class EI-L3 Grantor Trust unless the Master Servicer Servicers and the Trustee have received a Nondisqualification Opinion (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such tax. The Special Servicer Servicers shall comply with the provisions of Article XII hereof.

Compliance with REMIC Provisions and Grantor Trust Provisions. The Each Special Servicer shall act in accordance with this Agreement Agreement, the REMIC Provisions and the Grantor Trust Provisions and related provisions of the Code relating to REMICs in order to create or maintain the status of the Class EI Grantor Trust as a grantor trust and of any REMIC Pool as a REMIC under the Code or, as appropriate, cooperate with the Trustee Paying Agent to adopt a plan of complete liquidation. The Each Special Servicer shall not take any action or (A) cause any REMIC Pool to take any action that would (i) endanger the status of any REMIC Pool as a REMIC or the status of the Class EI Grantor Trust or the Class A-3-1FL Grantor Trust as a grantor trust or (ii) subject to Section 9.14(e9.14(f), result in the imposition of a tax upon any REMIC Pool (including, but not limited to, the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code or on prohibited contributions pursuant to Section 860G(d) of the Code) or (B) cause either the Class A-3-1FL Grantor Trust or Class EI Grantor Trust to take any action that could (i) endanger its status as a grantor trust or (ii) result in the imposition of any tax upon the Class A-3-1FL Grantor Trust or Class EI Grantor Trust unless the Master Servicer Servicers, the Trustee and the Trustee Paying Agent have received a Nondisqualification Opinion (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such tax. The Each Special Servicer shall comply with the provisions of Article XII hereof.

Compliance with REMIC Provisions and Grantor Trust Provisions. The Special Servicer Servicers shall act in accordance with this Agreement and the provisions of the Code relating to REMICs in order to create or maintain the status of any REMIC Pool as a REMIC under the Code or, as appropriate, cooperate with the Trustee to adopt a plan of complete liquidation. The Special Servicer Servicers shall not take any action or (A) cause any REMIC Pool to take any action that would (i) endanger the status of any REMIC Pool as a REMIC or the status of the Class EI Grantor Trust or the Class A-3-1FL Grantor Trust as a grantor trust or (ii) subject to Section 9.14(e), result in the imposition of a tax upon any REMIC Pool (including, but not limited to, the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code or on prohibited contributions pursuant to Section 860G(d) of the Code) or (B) cause either the Class A-3-1FL Grantor Trust or Class EI Grantor Trust to take any action that could (i) endanger its status as a grantor trust or (ii) result in the imposition of any tax upon the Class A-3-1FL Grantor Trust or Class EI Grantor Trust unless the Master Servicer Servicers and the Trustee have received a Nondisqualification Opinion (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such tax. The Special Servicer Servicers shall comply with the provisions of Article XII hereof.