Common use of Preparation of Tax Returns and Reports to the Commission Clause in Contracts

Preparation of Tax Returns and Reports to the Commission.

Preparation of Tax Returns and Reports to the Commission. (a) The Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Trustee shall file federal tax returns, all in accordance with Article X hereof. The Trustee shall prepare and file required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Trustee’s possession). The Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Trustee) to the extent required by applicable law. The Master Servicer shall indemnify the Trustee for any liability of or assessment against the Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer. (b) The Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of each REMIC created hereby, an application on IRS Form SS-4. The Trustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned for each REMIC, shall promptly forward copies of such notices to the Master Servicer, the Trustee and the Depositor. The Trustee will file an IRS Form 8811. The Trustee shall have no obligation to verify the information in any form 8811 or form SS-4 filings. (c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Commission) as in effect from time to time (the “Rules”)) following each Distribution Date, the Trustee shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (“XXXXX”) the reports listed in subsections (d) through (f) of this Section 6.20 in respect of the Trust Fund as and to the extent required under the Exchange Act each of which reports and any amendment thereof shall be signed by the Exchange Act Signing Party. (d) Reports Filed on Form 10-D. (i) Within 15 days following each Distribution Date (or such later date as may be permissible due to an extension of the filing deadline under the Exchange Act), the Trustee will prepare and file on a Distribution Report on Form 10-D with respect to the Trust Fund, which Distribution Report shall include a copy of the Distribution Date Statement prepared by the Trustee in respect of the related Distribution Date detailing all data elements specified in Item 1121(a) of Regulation AB other than those data elements specified in Item 1121(a)(11), (12) and (14); provided, that, the Trustee shall have received from the Depositor, the Sponsor, the Master Servicer, any Servicer, any Custodian, any Cap Counterparty, any Swap Counterparty or any Subservicer or Subcontractor therefor, no later than three Business Days after the related Distribution Date, the following additional information, data, and materials, in a form suitable for conversion to the format required for filing with the Commission via XXXXX, required to be included in the Distribution Report on Form 10-D for such Distribution Date: (A) Item 1 – Distribution and Pool Performance Information (each of the data elements specified in Item 1121(a)(11), (12) and (14) of Regulation AB); (B) Item 2 – Legal Proceedings (information required by Item 1117 of Regulation AB); (C) Item 3 – Sale of Securities and Use of Proceeds (information required by Item 2 of Part II of Form 10-Q); (D) Item 4 – Defaults Upon Senior Securities (information required by Item 3 of Part II of Form 10-Q); (E) Item 5 – Submission of Matters to a Vote of Security Holders (information required by Item 4 of Part II of Form 10-Q); (F) Item 6 – Significant Obligors of Pool Assets (information required by Item 1112(b) of Regulation AB); (G) Item 7 – Significant Enhancement Provider Information (information required by Items 1114(b)(2) and 1115(b) of Regulation AB); (H) Item 8 – Other Information (all other information required to be disclosed on Form 8-K during the period covered by the report and not yet reported); and (I) Item 9 – Exhibits (all exhibits required to be filed by Form 10-D and Item 601 of Regulation S-K other than the Distribution Date Statement to be provided by the Trustee). (ii) After preparing the Form 10-D, the Trustee shall forward electronically a draft copy of the Form 10-D to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically distributed to the Depositor for review and approval. No later than two Business Days prior to the 15th calendar day after the related Distribution Date, a senior officer of the Exchange Act Signing Party shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in subsection (g)(ii) of this Section 6.20. Promptly (but no later than one Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. Each party to this Agreement acknowledges that the performance by the Trustee of its duties under this Section 6.20(d) related to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(d). The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Trustee shall not be responsible (1) for the content of any of the information provided pursuant to clauses (d)(i)(A) – (I) above (unless such item is provided by and specific to the Trustee, in which case the Trustee will be responsible for the content of such information; provided that such information is not revised without the prior consent of the Trustee), (2) for determining whether any such information is required to be included in any Form 10-D, (3) for reformatting any information so that it is able to be filed on XXXXX or (4) for the failure to include any information if it is not provided to the Trustee on a timely basis (unless such item is specific to the Trustee, in which case the Trustee will be responsible for the failure to include such information, unless such information is not included in the final Form 10-D without the consent of the Trustee). (e) Reports Filed on Form 10-K. (i) On or prior to March 31 after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2007, and, unless and until a Form 15 Suspension Notification shall have been filed, the Trustee shall prepare and file (but will not execute) a Form 10-K in respect of the Trust Fund, which shall include the certification required pursuant to Rule 13a-14 under the Exchange Act (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to prepare or sign) and such other information as is required by the Rules; provided, that, the Trustee shall have received from the Depositor, each Servicer, each Custodian, each Additional Servicer, any Servicing Function Participant and the Master Servicer (each, a “Reporting Servicer”), no later than March 1 of each calendar year (and in the case of the Master Servicer, no later than the date set forth in Section 9.25 herein) prior to the filing deadline for such Annual Report, all information, data, assessments of compliance, accountant’s attestations and exhibits required to be provided or filed with such Annual Report including information, data, assessments of compliance, accountant’s attestations and exhibits required to be provided in connection with the following Items and other filing requirements of Form 10-K: (A) Item 9B – Other Information (information required to be reported on Form 8-K in the fourth quarter but not reported); (B) Item 15 – Exhibits and Financial Statement Schedules (including all exhibits required to be filed pursuant to Item 601 of Regulation S-K under the Exchange Act other than the certification specified in Item 601(b)(31)(ii) of Regulation S-K and the Assessment of Compliance, Attestation Report, and Compliance Statement specified in Item 601(b)(33), (34) and (35) of Regulation S-K with respect to those Servicing Criteria as to which the Trustee is the Item 1122 Responsible Party); (C) Significant Obligor Financial Information (Item 1112(b) of Regulation AB); (D) Significant Enhancement Provider Financial Information (Items 1114(b)(2) and 1115(b) of Regulation AB); (E) Legal Proceedings (Item 1117 of Regulation AB); (F) Affiliations and Certain Relationships and Related; Transactions (Item 1119 of Regulation AB); (G) Compliance with Applicable Servicing Criteria (Item 1122 of Regulation AB); and (H) Servicer Compliance Statement (Item 1123 of Regulation AB). (ii) After preparing the Form 10-K, the Trustee shall forward electronically a draft copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer of the Exchange Act Signing Party shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trustee will follow the procedures set forth in subsection (g) of this Section 6.20. Promptly (but no later than one Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-K. The parties to this Agreement acknowledge that the performance by the Trustee of its duties under this Section 6.20(e) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(e), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Trustee shall not be responsible (1) for the content of any of the information provided pursuant to clauses (e)(i)(A) – (H) above (unless such item is provided by and specific to the Trustee, in which case the Trustee will be responsible for the content of such information; provided that such information is not revised without the prior consent of the Trustee), (2) for determining whether any such information is required to be included in any Form 10-K, (3) for reformatting any information so that it is able to be filed on XXXXX or (4) for the failure to include any information if it is not provided to the Trustee on a timely basis (unless such item is specific to the Trustee, in which case the Trustee will be responsible for the failure to include such information, unless such information is not included in the final Form 10-K without the consent of the Trustee). (iii) Unless a Form 15 Suspension Notification with respect to the Trust Fund has been filed, if so requested, on or prior to March 15th of each year, beginning in March 2007, the Trustee shall sign a certification in the form attached hereto as Exhibit M (the “Back-up Certification”) for the benefit of the Exchange Act Signing Party and the Person who signs the Form 10-K Certification (the “Certifying Party”) regarding certain aspects of such Form 10-K Certification, upon which the Exchange Act Signing Party and the Certifying Party can reasonably rely (provided, however, that the Trustee shall not be required to undertake an analysis of, and shall have no responsibility for, any financial information, the accountant’s report, certification or other materials contained therein, except for those computations prepared by the Trustee and reflected in the distribution report). Nothing in this Section 6.20(i) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit M. (iv) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person. (f) Reports Filed on Form 8-K. (i) Within four Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), at the written direction and expense of the Depositor, the Trustee shall prepare and file Current Reports on Form 8-K in respect of the Trust Fund, as required by the Exchange Act; provided, that, the Depositor shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than two Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided or filed with such Current Report, including, particularly, information, data and exhibits, in a form suitable for conversion to the format required for filing with the Commission via XXXXX, required to be provided in connection with the following Items of Form 8-K: (A) Item 1.01 – Entry into a Material Definitive Agreement; (B) Item 1.02 – Termination of a Material Definitive Agreement; (C) Item 1.03 – Bankruptcy or Receivership; (D) Item 2.04 – Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; (E) Item 3.03 – Material Modification to Rights of Security Holders; (F) Item 5.03 – Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year (G) Item 6.02 – Change in Servicer or Trustee;