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

Compliance with REMIC Provisions and Grantor Trust Provisions. The Special 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 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 to adopt a plan of complete liquidation. The Special 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 as a grantor trust or (ii) subject to Section 9.14(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 the 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 EI Grantor Trust unless the Master Servicers, 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 Servicers shall comply with the provisions of Article XII hereof.

Compliance with REMIC Provisions and Grantor Trust Provisions. The Special Servicers 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 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 to adopt a plan of complete liquidation. The Special Servicers Servicer shall not take any action or (A) take no action or 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 as a grantor trust Code or (ii) subject to Section 9.14(f9.14(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 Code Section 860F(a)(2) of the Code or on prohibited contributions pursuant to Section 860G(d) of the Code) or )); and (B) take no action or cause any of the Class EI A-4FL Grantor Trust, the Class A-MFL Grantor Trust or the Excess Interest 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 any of the Class EI A-4FL Grantor Trust, the Class A-MFL Grantor Trust or the Excess Interest Grantor Trust unless the Master Servicers, 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 Servicers Servicer shall comply with the provisions of Article XII hereof.

Compliance with REMIC Provisions and Grantor Trust Provisions. The Special Servicers 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 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 Special Servicers 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-MFL Grantor Trust as a grantor trust or (ii) subject to Section 9.14(f9.14(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 the Class EI Grantor Trust or the Class A-MFL 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 EI Grantor Trust or the Class A-MFL Grantor Trust unless the Master Servicers, the Trustee and the 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 Special Servicers Servicer shall comply with the provisions of Article XII hereof.

Compliance with REMIC Provisions and Grantor Trust Provisions. The Special Servicers 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 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 to adopt a plan of complete liquidation. The Special Servicers 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(f9.14(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 Servicers, 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 Servicers Servicer shall comply with the provisions of Article XII hereof.

Compliance with REMIC Provisions and Grantor Trust Provisions. The Special 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 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 to adopt a plan of complete liquidation. The Special 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(f9.14(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 EI A-3-1FL Grantor Trust or Class 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 EI A-3-1FL Grantor Trust or Class EI/Class EI-L3 Grantor Trust unless the Master Servicers, 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 Servicers shall comply with the provisions of Article XII hereof.

Compliance with REMIC Provisions and Grantor Trust Provisions. The Special Servicers 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 the REMIC 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 grantor trust and of any REMIC Pool as a REMIC under the Code or, as appropriate, cooperate with the Trustee to adopt a plan of complete liquidationCode. The Special Servicers 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 as a grantor trust Code or (ii) subject to Section 9.14(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 Trust, unless the Master Servicers, 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 Servicers Master Servicer shall comply with the provisions of Article XII hereof.

Compliance with REMIC Provisions and Grantor Trust Provisions. The Each Special Servicers 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 and each Floating Rate 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 Servicers 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 either Floating Rate Grantor Trust as a grantor trust or (ii) subject to Section 9.14(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 the Class EI Grantor Trust or either Floating Rate 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 EI Grantor Trust or either Floating Rate Grantor Trust unless the Master Servicers, the Trustee and the 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 Servicers Servicer shall comply with the provisions of Article XII hereof.

Compliance with REMIC Provisions and Grantor Trust Provisions. The Special 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 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 to adopt a plan of complete liquidation. The Special 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 as a grantor trust or (ii) subject to Section 9.14(f9.14(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 the 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 EI Grantor Trust unless the Master Servicers, 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 Servicers shall comply with the provisions of Article XII hereof.

Compliance with REMIC Provisions and Grantor Trust Provisions. The Each Special Servicers 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 Servicers 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 as a grantor trust or (ii) subject to Section 9.14(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 the 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 EI Grantor Trust unless the Master Servicers, the Trustee and the 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 Servicers Servicer shall comply with the provisions of Article XII hereof.

Compliance with REMIC Provisions and Grantor Trust Provisions. The Special Servicers 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 the REMIC 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 grantor trust and of any REMIC Pool as a REMIC under the Code or, as appropriate, cooperate with the Trustee to adopt a plan of complete liquidationCode. The Special Servicers 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 as a grantor trust Code or (ii) subject to Section 9.14(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 Trust, unless the Master Servicers, 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 Servicers Master Servicer shall comply with the provisions of Article XII hereof.

Compliance with REMIC Provisions and Grantor Trust Provisions. The Special Servicers 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 the Class EI Grantor Trust as a grantor trust and of any REMIC Pool as a REMIC and each of the Class A-4FL Grantor Trust and the Excess Interest Grantor Trust created hereby as a grantor trust under the Code or, as appropriate, cooperate with the Trustee to adopt a plan of complete liquidationCode. The Special Servicers Master Servicer shall not (A) take any 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 as a grantor trust Code or (ii) subject to Section 9.14(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 Code Section 860F(a)(2) of the Code or on prohibited contributions pursuant to Section 860G(d) of the Code) )); or (B) take any action or cause the Class EI A-4FL Grantor Trust or the Excess Interest 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 EI A-4FL Grantor Trust or the Excess Interest Grantor Trust unless the Master Servicers, 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 Servicers Master Servicer shall comply with the provisions of Article XII hereof.