Common use of Fasit Administration Clause in Contracts

Fasit Administration. (a) The Holder of the Class O Certificate or, to the extent required by applicable Treasury Regulations, the Trustee, shall timely elect to treat the Trust as a FASIT under the Code and, if necessary, under applicable state law. Unless otherwise required by applicable Treasury Regulations, such election will be made on the appropriate federal or state tax returns for the taxable year of the Holder of the Class O Certificate in which the Certificates are issued or in any other taxable year as required by applicable Treasury Regulations. (b) Each Certificate (except the Class O Certificate) is hereby designated as a separate "regular interest" (within the meaning of Section 860L(b)(1) of the Code) in the FASIT. The Class O Certificate is hereby designated as the single class of "ownership interest" (within the meaning of Section 860L(b)(2) of the Code) in the FASIT. The Trustee shall not permit the creation of any other "interests" in the FASIT (within the meaning of the FASIT Provisions) except those contemplated herein. (c) The date of this Agreement is hereby designated as the "startup day" of the FASIT within the meaning of Section 860L(d)(1) of the Code. Solely for purposes of the FASIT Provisions, May 25, 2028 has been designated the "latest possible maturity date" of each Class of regular interests in the FASIT. (d) Except as otherwise provided in Section 11.01 below, the Holder of the Class O Certificate shall pay out of its own funds any tax-related expenses of the FASIT (including, but not limited to, expenses related to audits or any administrative or judicial proceedings with respect to the FASIT that involve the Internal Revenue Service or state tax authorities). (e) Within 30 days after the date of this Agreement the Trustee shall cause the Master Servicer to prepare or cause to be prepared and submit to the Holder of the Class O Certificate for filing with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for the FASIT. The Holder of the Class O Certificate and the Master Servicer shall prepare, execute and file, or cause to be prepared, executed and filed, the tax returns which the Holder of the Class O Certificate and the FASIT are respectively obligated to prepare and file in accordance with the FASIT Provisions. The expenses of preparing and filing such returns shall not be an expense of the Trust or to the holders of the regular interests in the FASIT, but rather be borne by the Holder of the Class O Certificate, without any right of reimbursement therefor. The Trustee shall cause the Master Servicer to provide on a timely basis to the Holder of the Class O Certificate or its designee, and the Master Servicer shall provide on a timely basis to the Trustee or its designee, such information with respect to the FASIT as is in its possession and reasonably required by the Holder of the Class O Certificate or the Trustee, respectively, to enable it to perform its obligations under this Article. The Master Servicer shall provide on a timely basis to the Trustee or its designee such information with respect to the Trust and the FASIT, in each case, as is in its possession, which the Master Servicer has received or prepared by virtue of its role as master Master Servicer under the Servicing Agreement and reasonably required by the Trustee to enable it to perform its obligations under this Section 11.01 and the Trustee shall provide such information on a timely basis to the Holder of the Class O Certificate or its designee, and each of the Trustee and the Holder of the Class O Certificate shall be entitled to rely on such information in the performance of its obligations under this Section 11.01. The Master Servicer shall indemnify the Holder of the Class O Certificate and the Trustee for any liability or assessment against the Holder of the Class O Certificate, the Trustee or the FASIT and any expenses incurred in connection with such liability or assessment (including reasonable attorney's fees) resulting from any error in any tax or information returns resulting from errors in the information provided by the Master Servicer as the case may be. Such indemnification shall survive the termination of this Agreement and any resignation or termination of the Trustee under this Agreement. (f) The Trustee shall report all information to Certificateholders that is the responsibility of the FASIT under the Code, the FASIT Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority including, without limitation, reports relating to interest, original issue discount and market discount or premium. The Trustee shall provide to the Internal Revenue Service, the name, title, address and telephone number of the Person who will serve as the representative of the FASIT. (g) None of the Holder of the Class O Certificate, the Master Servicer or the Trustee shall knowingly take (or cause the FASIT to take) any action or fail to take (or failed to cause to be taken) any action within their respective control and within the scope of their respective duties under this Agreement, that, under the FASIT Provisions, if taken or not taken, as the case may be, would (i) endanger the status of the Trust as a FASIT, or (ii) result in the imposition of a tax upon the FASIT (including but not limited to the tax on prohibited transactions as defined in Section 860L(e) of the Code) (any such endangerment or imposition, an "Adverse FASIT Event"), unless the Trustee and the Master Servicer shall have obtained or received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust if the Trustee seeks to take such action or to refrain from acting for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse FASIT Event. The Trustee shall not take any actions (or fail to take any action, whether or not authorized hereunder) as to which the Holder of the Class O Certificate or the Master Servicer has advised it in writing that either the Holder of the Class O Certificate or the Master Servicer has received or obtain an Opinion of Counsel to the effect that an Adverse FASIT Event would occur with respect to such action or inaction. In addition, prior to taking any action with respect to the FASIT, or causing the FASIT to take any action, that is not expressly permitted under the terms of this Agreement, the Holder of the Class O Certificate and the Master Servicer shall consult with the Trustee or its designee, in writing, with respect to whether such action would cause an Adverse FASIT Event to occur. The Holder of the Class O Certificate shall not take any such action or cause the FASIT to take any such action as to which the Trustee has advised it in writing that an Adverse FASIT Event would occur, and the Holder of the Class O Certificate shall not have any liability hereunder for any action taken by it in accordance with the written instructions of the Trustee. The Trustee may consult with counsel to obtain such written advice, and the Trustee may conclusively rely on such advice of counsel, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust or the Trustee. (h) If any "prohibited transactions" taxes, as defined in Section 860L(e) of the Code, or any other tax imposed by the Code or any applicable provisions of state or local tax laws is imposed on the FASIT, such tax, together with all incidental costs and expenses (including, without limitation, penalties and reasonable attorneys' fees), shall be charged to and paid by (i) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations or this Article X; or (ii) the Holder of the Class O Certificate, if such tax arises out of a breach of any of its obligations under this Article X. (i) The Holder of the Class O Certificate and, to the extent that records are maintained by the Master Servicer in the normal course of its business, and the Master Servicer shall, for federal income tax purposes, maintain books and records with respect to the FASIT on an accrual basis and a taxable year corresponding to the taxable year of the Holder of the Class O Certificate. (j) Neither the Trustee nor the Master Servicer shall not enter into any arrangement by which the FASIT will receive a fee or other compensation for services (other than a fee received as a compensation for a waiver, amendment or consent under permitted assets (other than foreclosure property) held by the FASIT) nor permit the FASIT to receive any income from assets other than "permitted assets" as defined in Section 860L(c) of the Code.

Fasit Administration. (a) The Holder of the Class O Certificate or, to the extent required by applicable Treasury Regulations, the Trustee, FASIT Administrator shall timely elect make an election to treat the Trust as a FASIT under the Code and, if necessary, under applicable state law. Unless otherwise required by applicable Treasury Regulations, such Such election will be made on the Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state tax returns return for the taxable year ending on the last day of the Holder calendar year in which the Notes, the Subordinated Interests and the Certificates are issued. For the purposes of the FASIT election in respect of the Trust, each of the Class O Certificate in which the Certificates are issued or in any other taxable year as required by applicable Treasury Regulations. (b) Each Certificate (except A-1 Notes, the Class O Certificate) is A-2 Notes, the Class A-3 Notes, the Class B Notes, the Fixed Rate Certificates, the Reserve Regular Interest, the YSA Regular Interest, Component X-0, Xxxxxxxxx X-0, Xxxxxxxxx X-0 and Component B shall be and hereby are designated as a separate the "regular interests" and the Residual Certificate shall be designated as the sole "ownership interest" in the FASIT; provided, however, that if and to the extent that the Reserve Regular Interest, the YSA Regular Interest, the Fixed Rate Certificate and the Components are not treated as issued on the Closing Date for purposes of Section 860L of the Code, the designation of the Reserve Regular Interest, the YSA Regular Interest, the Fixed-Rate Certificates and the Components as "regular interests" in the FASIT represented by the Trust shall be effective immediately upon each such interests' being treated as issued for such purposes. The FASIT Administrator and the Trust shall not permit the creation of any "interests" (within the meaning of Section 860L(b)(1) 860L of the Code) in the FASIT. The Class O Certificate is hereby designated as Trust other than the single class Notes, the Fixed Rate Certificates, the Reserve Regular Interest, the YSA Regular Interest, Component X-0, Xxxxxxxxx X-0, Xxxxxxxxx X-0 and Component B unless they first receive an Opinion of "ownership interest" (within Counsel at the meaning of Section 860L(b)(2) expense of the Code) in the FASIT. The Trustee shall not permit party seeking the creation of any other "interests" in such interests to the effect that such creation will not cause an Adverse FASIT (within the meaning of the FASIT Provisions) except those contemplated hereinEvent. (cb) The date of this Agreement Closing Date is hereby designated as the "startup day" of the FASIT Trust within the meaning of Section 860L(d)(1860L(d))(1) of the Code. (c) The FASIT Administrator shall (i) act on behalf of the Trust in relation to any tax matter or controversy involving the Trust and (ii) represent the Trust in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. Solely for purposes The legal expenses, including without limitation attorneys' or accountants' fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the FASIT ProvisionsAdministrator. If the FASIT Administrator is no longer the Servicer hereunder, May 25, 2028 has been designated at its option the "latest possible maturity date" of each Class of regular interests in FASIT Administrator may continue its duties as FASIT Administrator and shall be paid reasonable compensation not to exceed $10,000 per year by any successor Servicer hereunder for so acting as the FASITFASIT Administrator. (d) Except as otherwise provided in Section 11.01 below, the Holder of the Class O Certificate The FASIT Administrator shall pay out of its own funds any tax-related expenses of the FASIT (including, but not limited to, expenses related to audits or any administrative or judicial proceedings with respect to the FASIT that involve the Internal Revenue Service or state tax authorities). (e) Within 30 days after the date of this Agreement the Trustee shall cause the Master Servicer to prepare or cause to be prepared and submit all of the Tax Returns that it determines are required with respect to the Holder of the Class O Certificate for filing with the Trust and, subject to any Internal Revenue Service Form 8811procedures or FASIT Provisions, "Information Return for Real Estate Mortgage Investment Conduits shall deliver such Tax Returns in a timely manner to the Owner Trustee (REMICor to the Administrator if the Administrator may sign the Tax Returns as attorney-in- fact of the Owner Trustee under applicable provisions of the Code) and Issuers of Collateralized Debt Obligations" for the FASIT. The Holder of Owner Trustee or the Class O Certificate Administrator, as the case may be, shall sign such Tax Returns and the Master Servicer shall prepare, execute and file, or cause return them to be prepared, executed and filed, the tax returns which the Holder of the Class O Certificate and the FASIT are respectively obligated to prepare and file Administrator for filing in accordance with the FASIT Provisionsa timely manner. The expenses of preparing and filing such returns shall not be an expense of the Trust or to the holders of the regular interests in the FASIT, but rather be borne by the Holder of the Class O Certificate, FASIT Administrator without any right of reimbursement therefor. The FASIT Administrator agrees to indemnify and hold harmless the Owner Trustee shall cause the Master Servicer to provide on a timely basis to the Holder of the Class O Certificate or its designee, and the Master Servicer shall provide on a timely basis to the Trustee or its designee, such information with respect to any tax or liability arising from the FASIT as is in its possession and reasonably required by the Holder Owner Trustee's signing of the Class O Certificate Tax Returns that contain errors or the Trustee, respectively, to enable it to perform its obligations under this Articleomissions. The Master Servicer shall provide on a timely basis to the Trustee or its designee such information with respect to the Trust and the FASIT, in each case, as is in its possession, which the Master Servicer has received or prepared by virtue of its role as master Master Servicer under the Servicing Agreement and reasonably required by the Trustee to enable it to perform its obligations under this Section 11.01 and the Trustee shall provide such information on a timely basis to the Holder of the Class O Certificate or its designee, and each of the Owner Trustee and the Holder of Servicer shall promptly provide the Class O Certificate shall be entitled to rely on FASIT Administrator with such information in the performance possession of its obligations under this Section 11.01. such Person as the FASIT Administrator may from time to time request for the purpose of enabling the FASIT Administrator to prepare Tax Returns. (e) The Master Servicer FASIT Administrator shall indemnify provide (i) to the Holder of the Class O Certificate Owner Trustee and the Owner Trustee for any liability or assessment against shall forward to the Holder of the Class O CertificateNoteholders, the Trustee Subordinated Interest Holders and the Certificateholders such information or reports as are required by the Code or the FASIT and any expenses incurred in connection with such liability or assessment (Provisions including reasonable attorney's fees) resulting from any error in any tax or information returns resulting from errors in the information provided by the Master Servicer as the case may be. Such indemnification shall survive the termination of this Agreement and any resignation or termination of the Trustee under this Agreement. (f) The Trustee shall report all information to Certificateholders that is the responsibility of the FASIT under the Code, the FASIT Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority including, without limitation, reports relating to interest, original issue discount and market discount or premium. The Trustee shall provide premium and (ii) if required by Internal Revenue Service announcement or regulation, to the Internal Revenue Service, Service the name, title, address and telephone number of the Person who will serve as the representative of the FASITTrust. (gf) None The Servicer and the FASIT Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the Servicer's or the FASIT Administrator's control and the scope of its duties more specifically set forth herein as shall be necessary or desirable to maintain the status of the Holder of Trust as a FASIT under the Class O Certificate, FASIT Provisions (and the Master Servicer or the Owner Trustee shall assist the Servicer and the FASIT Administrator, to the extent reasonably requested by the Servicer and the FASIT Administrator to do so). The Servicer and the FASIT Administrator shall not knowingly or intentionally take (or any action, cause the FASIT Trust to take) take any action or fail to take (or failed fail to cause to be taken) any action reasonably within their respective control and within the scope of their respective duties under this Agreement, that, under the FASIT Provisions, if taken or not taken, as the case may be, would could (i) endanger the status of the Trust as a FASIT, FASIT or (ii) result in the imposition of a tax upon the FASIT Trust (including but not limited to the tax on prohibited transactions as defined in Section 860L(e) of the Code) (any either such endangerment event, in the absence of an Opinion of Counsel or impositionthe indemnification referred to in this sentence, an "Adverse FASIT Event"), ) unless the Trustee and Servicer or the Master Servicer shall have obtained or FASIT Administrator, as applicable, has received an Opinion of Counsel (at the expense of the party requesting such action or at the expense of the Trust if the Trustee seeks seeking to take such action or to refrain from acting for the benefit of the Certificateholdersaction) to the effect that the contemplated action will not result in an Adverse FASIT Eventendanger the status of the Trust as a FASIT. The Owner Trustee shall not take any actions (or fail to take any action, action (whether or not authorized hereunder) as to which the Holder of the Class O Certificate Servicer or the Master Servicer FASIT Administrator, as applicable, has advised it in writing that either the Holder of the Class O Certificate or the Master Servicer it has received or obtain an Opinion of Counsel to the effect that an Adverse FASIT Event would could occur with respect to such action or inactionsuch failure to act. In addition, prior to taking any action with respect to the FASITTrust or its assets, or causing the FASIT Trust to take any action, that which is not expressly permitted under the terms of this Agreementthe Basic Documents, unless the Owner Trustee shall have received an Opinion of Counsel that such action will not result in an Adverse FASIT Event, the Holder of the Class O Certificate and the Master Servicer shall Owner Trustee will consult with the Trustee Servicer or the FASIT Administrator, as applicable, or its designee, in writing, with respect to whether such action would could cause an Adverse FASIT Event to occur. The Holder of occur with respect to the Class O Certificate Trust, and the Owner Trustee shall not take any such action or cause the FASIT Trust to take any such action as to which the Trustee Servicer or the FASIT Administrator, as applicable, has advised it in writing that an Adverse FASIT Event would could occur, and the Holder of the Class O Certificate shall not have any liability hereunder for any action taken by it in accordance with the written instructions of the Trustee. The Trustee Servicer or the FASIT Administrator, as applicable, may consult with counsel to obtain make such written advice, and the Trustee may conclusively rely on such advice of counsel, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement. At all times as may be required by 50 the Code, but in no event at the cost or expense Servicer will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of the Trust or as "permitted assets" as defined in Section 860L(c)(1) of the TrusteeCode. (hg) If In the event that any tax is imposed on "prohibited transactions" taxes, of the Trust as defined in Section 860L(e) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws is imposed on laws, the FASIT, such tax, together with all incidental costs Servicer shall indemnify and expenses (including, without limitation, penalties and reasonable attorneys' fees), shall be charged to and paid by (i) hold harmless the Master ServicerResidual Certificateholder, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations or this Article X; or (ii) the Holder of the Class O Certificate, if such tax arises out of a breach of any of its obligations under this Article X.Agreement. (ih) The Holder of the Class O Certificate and, to the extent that records are maintained by the Master Servicer in the normal course of its business, Owner Trustee and the Master Servicer shall, for federal income tax purposes, maintain books and records with respect to the FASIT Trust on a calendar year and on an accrual basis and a taxable year corresponding to the taxable year of the Holder of the Class O Certificate. (j) Neither the Trustee nor the Master Servicer shall not enter into any arrangement or as otherwise may be required by which the FASIT will receive a fee or other compensation for services (other than a fee received as a compensation for a waiver, amendment or consent under permitted assets (other than foreclosure property) held by the FASIT) nor permit the FASIT to receive any income from assets other than "permitted assets" as defined in Section 860L(c) of the CodeProvisions.

Fasit Administration. (a) The Holder of the Class O Certificate or, to the extent required by applicable Treasury Regulations, the Trustee, FASIT Administrator shall timely elect make an election to treat the Trust as a FASIT under the Code and, if necessary, under applicable state law. Unless otherwise required by applicable Treasury Regulations, such Such election will be made on the Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state tax returns return for the taxable year ending on the last day of the Holder calendar year in which the Notes and the Certificate are issued. For the purposes of the FASIT election in respect of the Trust, each of the Class O Certificate in which the Certificates are issued or in any other taxable year as required by applicable Treasury Regulations. (b) Each Certificate (except the A and Class O Certificate) is hereby B Notes shall be designated as a separate the "regular interests" and the Certificate shall be designated as the sole "ownership interest" in the FASIT. The FASIT Administrator and the Trust shall not permit the creation of any "interests" (within the meaning of Section 860L(b)(1) 860L of the Code) in the FASIT. The Class O Trust other than the Notes and the Certificate is hereby designated as unless they first receive an Opinion of Counsel at the single class of "ownership interest" (within the meaning of Section 860L(b)(2) expense of the Code) in the FASIT. The Trustee shall not permit party seeking the creation of any other "interests" in such interests to the effect that such creation will not cause an Adverse FASIT (within the meaning of the FASIT Provisions) except those contemplated hereinEvent. (cb) The date of this Agreement Closing Date is hereby designated as the "startup day" of the FASIT Trust within the meaning of Section 860L(d)(1860L(d))(1) of the Code. (c) The FASIT Administrator shall (i) act on behalf of the Trust in relation to any tax matter or controversy involving the Trust and (ii) represent the Trust in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. Solely for purposes The legal expenses, including without limitation attorneys' or accountants' fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the FASIT ProvisionsAdministrator. If the FASIT Administrator is no longer the Servicer hereunder, May 25, 2028 has been designated at its option the "latest possible maturity date" of each Class of regular interests in FASIT Administrator may continue its duties as FASIT Administrator and shall be paid reasonable compensation not to exceed $10,000 per year by any successor Servicer hereunder for so acting as the FASITFASIT Administrator. (d) Except The FASIT Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines are required with respect to the Trust and, subject to any Internal Revenue Service procedures or FASIT Provisions, shall deliver such Tax Returns in a timely manner to the Owner Trustee (or to the Administrator if the Administrator may sign the Tax Returns as otherwise provided attorney-in-fact of the Owner Trustee under applicable provisions of the Code) and the Owner Trustee or the Administrator, as the case may be, shall sign such Tax Returns and return them to the FASIT Administrator for filing in a timely manner. The expenses of preparing such returns shall be borne by the FASIT Administrator without any right of reimbursement therefor. The FASIT Administrator agrees to indemnify and hold harmless the Owner Trustee with respect to any tax or liability arising from the Owner Trustee's signing of Tax Returns that contain errors or omissions. The Owner Trustee and the Servicer shall promptly provide the FASIT Administrator with such information in the possession of such Person as the FASIT Administrator may from time to time request for the purpose of enabling the FASIT Administrator to prepare Tax Returns. (e) The FASIT Administrator shall provide (i) to the Owner Trustee and the Owner Trustee shall forward to the Certificateholder such information or reports as are required by the Code or the FASIT Provisions including reports relating to interest, original issue discount and market discount or premium and (ii) if required by Internal Revenue Service announcement or regulation, to the Internal Revenue Service the name, title, address and telephone number of the Person who will serve as the representative of the Trust. (f) The Servicer and the FASIT Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the Servicer's or the FASIT Administrator's control and the scope of its duties more specifically set forth herein as shall be necessary or desirable to maintain the status of the Trust as a FASIT under the FASIT Provisions (and the Owner Trustee shall assist the Servicer and the FASIT Administrator, to the extent reasonably requested by the Servicer and the FASIT Administrator to do so). The Servicer and the FASIT Administrator shall not knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken) any action reasonably within their respective control that, under the FASIT Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the Trust as a FASIT or (ii) result in the imposition of a tax upon the Trust (including but not limited to the tax on prohibited transactions as defined in Section 11.01 below860L(e) of the Code) (either such event, in the absence of an Opinion of Counsel or the indemnification referred to in this sentence, an "Adverse FASIT Event") unless the Servicer or the FASIT Administrator, as applicable, has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger the status of the Trust as a FASIT. The Owner Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Servicer or the FASIT Administrator, as applicable, has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse FASIT Event could occur with respect to such action or such failure to act. In addition, prior to taking any action with respect to the Trust or its assets, or causing the Trust to take any action, which is not expressly permitted under the terms of the Basic Documents, unless the Owner Trustee shall have received an Opinion of Counsel that such action will not result in an Adverse FASIT Event, the Owner Trustee will consult with the Servicer or the FASIT Administrator, as applicable, or its designee, in writing, with respect to whether such action could cause an Adverse FASIT Event to occur with respect to the Trust, and the Owner Trustee shall not take any such action or cause the Trust to take any such action as to which the Servicer or the FASIT Administrator, as applicable, has advised it in writing that an Adverse FASIT Event could occur. The Servicer or the FASIT Administrator, as applicable, may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement. At all times as may be required by the Code, the Servicer will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of the Trust as "permitted assets" as defined in Section 860L(c)(1) of the Code. (g) In the event that any tax is imposed on "prohibited transactions" of the Trust as defined in Section 860L(e) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged to the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations under this Agreement, or otherwise against amounts otherwise distributable to the Holder of the Class O Certificate shall pay out of its own funds any tax-related expenses of Certificate. (h) The Owner Trustee and the FASIT (includingServicer shall, but not limited tofor federal income tax purposes, expenses related to audits or any administrative or judicial proceedings maintain books and records with respect to the Trust on a calendar year and on an accrual basis or as otherwise may be required by the FASIT that involve the Internal Revenue Service or state tax authorities)Provisions. (ei) Following the Startup Day, neither the Servicer nor the Owner Trustee shall accept any contributions of assets to the Trust unless (subject to Section 10.01(f)) the Servicer and the Owner Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in the Trust will not cause the Trust to fail to qualify as a FASIT at any time that any Notes or the Certificate are outstanding or subject the Trust to any tax under the FASIT Provisions or other applicable provisions of federal, state and local law or ordinances. (j) Neither the Servicer nor the Owner Trustee shall (subject to Section 10.01(f)) enter into any arrangement by which the Trust will receive a fee or other compensation for services or will originate any loan nor permit the Trust to receive any income from assets other than "permitted assets" as defined in Section 860L(c) of the Code. (k) Solely for the purposes of Section 860L(b)(1)(A)(iii) of the Code, the "stated maturity" by which the principal balance of each Class of Notes representing a regular interest in the FASIT would be reduced to zero is September 25, 2003. (l) Within 30 days after the date of this Agreement Closing Date, the Trustee FASIT Administrator shall cause the Master Servicer to prepare or cause to be prepared and submit to the Holder of the Class O Certificate for filing file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" or other appropriate form, if required, for the FASIT. The Holder Trust. (m) Neither the Owner Trustee nor the Servicer shall sell, dispose of or substitute for any of the Class O Certificate and Receivables (except in connection with (i) the Master Servicer shall preparedefault, execute and fileimminent default or foreclosure of a Receivable, or cause to be prepared, executed and filedincluding but not limited to, the tax returns which acquisition or sale of Financed Equipment acquired by deed in lieu of foreclosure, (ii) the Holder bankruptcy of the Class O Certificate and Trust, (iii) the FASIT are respectively obligated to prepare and file in accordance with the FASIT Provisions. The expenses of preparing and filing such returns shall not be an expense termination of the Trust pursuant to Article IX of this Agreement or (iv) a repurchase of Receivables pursuant to Article IX or Section 3.02 of this Agreement) nor acquire any assets for the holders Trust, nor sell or dispose of the regular interests any investments in the FASIT, but rather be borne by the Holder of the Class O Certificate, without Trust Accounts for gain nor accept any right of reimbursement therefor. The Trustee shall cause the Master Servicer to provide on a timely basis to the Holder of the Class O Certificate or its designee, and the Master Servicer shall provide on a timely basis to the Trustee or its designee, such information with respect to the FASIT as is in its possession and reasonably required by the Holder of the Class O Certificate or the Trustee, respectively, to enable it to perform its obligations under this Article. The Master Servicer shall provide on a timely basis to the Trustee or its designee such information with respect contributions to the Trust and after the FASIT, in each case, as is in its possession, which the Master Servicer Closing Date unless it has received an Opinion of Counsel that such sale, disposition, substitution or prepared by virtue of its role as master Master Servicer under the Servicing Agreement and reasonably required by the Trustee to enable it to perform its obligations under this Section 11.01 and the Trustee shall provide such information on a timely basis to the Holder of the Class O Certificate or its designee, and each of the Trustee and the Holder of the Class O Certificate shall be entitled to rely on such information in the performance of its obligations under this Section 11.01. The Master Servicer shall indemnify the Holder of the Class O Certificate and the Trustee for any liability or assessment against the Holder of the Class O Certificate, the Trustee or the FASIT and any expenses incurred in connection with such liability or assessment (including reasonable attorney's fees) resulting from any error in any tax or information returns resulting from errors in the information provided by the Master Servicer as the case may be. Such indemnification shall survive the termination of this Agreement and any resignation or termination of the Trustee under this Agreement. (f) The Trustee shall report all information to Certificateholders that is the responsibility of the FASIT under the Code, the FASIT Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority including, without limitation, reports relating to interest, original issue discount and market discount or premium. The Trustee shall provide to the Internal Revenue Service, the name, title, address and telephone number of the Person who acquisition will serve as the representative of the FASIT. (g) None of the Holder of the Class O Certificate, the Master Servicer or the Trustee shall knowingly take (or cause the FASIT to take) any action or fail to take (or failed to cause to be taken) any action within their respective control and within the scope of their respective duties under this Agreement, that, under the FASIT Provisions, if taken or not taken, as the case may be, would (i) endanger affect adversely the status of the Trust as a FASIT. (n) The Trust shall not acquire any Financed Equipment except in connection with a default or imminent default of a Receivable. The Trust shall not acquire any other property (including personal property) that is not a "permitted asset" within the meaning of Section 860L(c)(1)(A), (B), (D), (E), (F) or (G) unless the Servicer obtains an Opinion of Counsel that such property qualifies as "foreclosure property" within the meaning of Section 860L(c)(1)(C) of the Code. In the event that any Financed Equipment is acquired in a repossession (an "EO Property"), the Servicer shall sell any EO Property within three years (or such shorter term provided in regulations not yet issued) of its acquisition by the Trust, unless (i) at least 60 days prior to the expiration of such period, the Servicer applies for an extension of such period pursuant to Sections 856(e)(3) and 860L(c)(3) of the Code, in which case the Servicer shall sell such EO Property within the applicable extension period or (ii) the Servicer seeks, and subsequently receives, an Opinion of Counsel, addressed to the Owner Trustee and the Servicer, to the effect that the holding by the Trust of such EO Property subsequent to three years (or the end of any other applicable period) after its acquisition will not result in the imposition of a tax upon taxes on "prohibited transactions" of the FASIT (including but not limited to the tax on prohibited transactions Trust as defined in Section 860L(e) of the Code) (Code or cause the Trust to fail to qualify as a FASIT at any time that any Notes or the Certificate are outstanding. The Servicer shall manage, conserve, protect and operate each EO Property solely for the purpose of its prompt disposition and sale in a manner that does not cause any such endangerment or imposition, an EO Property to fail to qualify as "Adverse FASIT Event"), unless foreclosure property" within the Trustee and the Master Servicer shall have obtained or received an Opinion meaning of Counsel (at the expense Section 860L(c)(3) of the party requesting such action Code or at result in the expense of receipt by the Trust if the Trustee seeks to take such action or to refrain of any "income derived from acting for the benefit of the Certificateholders) to the effect that the contemplated action will not result in an Adverse FASIT Event. The Trustee shall not take any actions (or fail to take any action, whether or not authorized hereunder) as to which the Holder of the Class O Certificate or the Master Servicer has advised it in writing that either the Holder of the Class O Certificate or the Master Servicer has received or obtain an Opinion of Counsel to the effect that an Adverse FASIT Event would occur with respect to such action or inaction. In addition, prior to taking any action with respect to the FASIT, or causing the FASIT to take any action, asset that is not expressly a permitted under asset" within the terms meaning of this Agreement, the Holder of the Class O Certificate and the Master Servicer shall consult with the Trustee or its designee, in writing, with respect to whether such action would cause an Adverse FASIT Event to occur. The Holder of the Class O Certificate shall not take any such action or cause the FASIT to take any such action as to which the Trustee has advised it in writing that an Adverse FASIT Event would occur, and the Holder of the Class O Certificate shall not have any liability hereunder for any action taken by it in accordance with the written instructions of the Trustee. The Trustee may consult with counsel to obtain such written advice, and the Trustee may conclusively rely on such advice of counsel, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event at the cost or expense of the Trust or the Trustee. (h) If any "prohibited transactions" taxes, as defined in Section 860L(e860L(e)(2)(A) of the Code, or any other tax imposed by the Code or any applicable provisions of state "net income from foreclosure property" which is subject to taxation under the FASIT Provisions. In connection with its efforts to sell such EO Property, the Servicer shall either itself or local tax laws is imposed on the FASIT, such tax, together with all incidental costs and expenses (including, without limitation, penalties and reasonable attorneys' fees), shall be charged to and paid by (i) the Master Servicer, if such tax arises out of or results from a breach through an agent selected by the Master Servicer of any of protect and conserve such EO Property in the same manner and to such extent as is customary in the locality where such EO Property is located and may, incident to its obligations or this Article X; or (ii) the Holder conservation and protection of the Class O Certificate, if such tax arises out of a breach of any of its obligations under this Article X. (i) The Holder interests of the Class O Certificate andNoteholders and the Certificateholder, rent the same, or any part thereof, as the Servicer deems to be in the best interest of the Servicer and the Noteholders and the Certificateholder for the period prior to the extent that records are maintained by the Master Servicer in the normal course sale of its businesssuch EO Property, and the Master Servicer shall, for federal income tax purposes, maintain books and records with respect subject to the FASIT condition that such rental not be on an accrual basis and a taxable year corresponding terms that would cause such EO Property to the taxable year of the Holder of the Class O Certificate. (j) Neither the Trustee nor the Master Servicer shall not enter into any arrangement by which the FASIT will receive a fee or other compensation for services (other than a fee received fail to qualify as a compensation for a waiver, amendment or consent under permitted assets (other than "foreclosure property" within the meaning of Sections 856(e) held by the FASIT) nor permit the FASIT to receive any income from assets other than "permitted assets" as defined in Section and 860L(c) of the Code. The disposition of EO Property shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities.