Common use of Prohibited Transactions Taxes and Other Taxes Clause in Contracts

Prohibited Transactions Taxes and Other Taxes. (a) In the event that any tax (including a tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and including 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) is imposed on the Trust Fund and is not otherwise paid pursuant to Section 4.7(b) hereof, the Servicer shall pay such taxes when and as the same shall be due and payable (but such obligation shall not prevent the Servicer, the Trustee, the Certificate Administrator, if any, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Servicer shall be entitled to be indemnified for any such taxes (excluding taxes referred to in Section 4.7(b)) to the extent set forth in Section 6.3 hereof so long as the Servicer's failure to exercise reasonable care with respect to the performance of its duties hereunder was not the primary cause of the imposition of such taxes. If the Servicer is indemnified for such taxes pursuant to this Section 4.7(a), such amount shall be first charged against amounts otherwise distributable to the Holders of Component R-1 of the Class R Certificate (or, if the tax relates to REMIC II, Component R-2 of the Class R Certificate) on a pro rata basis, then against amounts otherwise distributable with respect to the REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of the REMIC II Certificates) on a pro rata basis. The Trustee is hereby authorized to retain from amounts otherwise distributable to the Certificateholders sufficient funds to reimburse the Servicer for the payment of such tax for which the Servicer is entitled to indemnification. (b) The Servicer shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes imposed on the Trust Fund (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).

Prohibited Transactions Taxes and Other Taxes. (a) In the event that any tax (including a tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and including 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) is imposed on the Trust Fund and is not otherwise paid pursuant to Section 4.7(b) hereof, the Servicer shall pay such taxes when and as the same shall be due and payable (but such obligation shall not prevent the Servicer, the Trustee, the Certificate Administrator, if any, Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Servicer shall be entitled to be indemnified for any such taxes (excluding taxes referred to in Section 4.7(b)) to the extent set forth in Section 6.3 hereof so long as the Servicer's failure to exercise reasonable care with respect to the performance of its duties hereunder was not the primary cause of the imposition of such taxes. If the Servicer is indemnified for such taxes pursuant to this Section 4.7(a), such amount shall be first charged against amounts otherwise distributable to the Holders of Component R-1 of the Class R Certificate (or, if the tax relates to REMIC II, Component R-2 of the Class R Certificate) on a pro rata basis, then against amounts otherwise distributable with respect to the REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of the REMIC II Certificates) on a pro rata basis. The Trustee is hereby authorized to retain from amounts otherwise distributable to the Certificateholders sufficient funds to reimburse the Servicer for the payment of such tax for which the Servicer is entitled to indemnification. (b) The Servicer shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes imposed on the Trust Fund (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).

Prohibited Transactions Taxes and Other Taxes. (a) In the event that any tax (including a tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and including 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) is imposed on the Trust Fund and is not otherwise paid pursuant to Section 4.7(b) hereof, the Servicer shall pay such taxes when and as the same shall be due and payable (but such obligation shall not prevent the Servicer, the Trustee, the Certificate Administrator, if any, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); providedPROVIDED, that the Servicer shall be entitled to be indemnified for any such taxes (excluding taxes referred to in Section 4.7(b)) to the extent set forth in Section 6.3 hereof so long as the Servicer's failure to exercise reasonable care with respect to the performance of its duties hereunder was not the primary cause of the imposition of such taxes. If the Servicer is indemnified for such taxes pursuant to this Section 4.7(a), such amount shall be first charged against amounts otherwise distributable to the Holders of Component R-1 of the Class R Certificate (or, if the tax relates to REMIC II, Component R-2 of the Class R Certificate) on a pro rata basis, then against amounts otherwise distributable with respect to the REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of the REMIC II Certificates) on a pro rata basis. The Trustee is hereby authorized to retain from amounts otherwise distributable to the Certificateholders sufficient funds to reimburse the Servicer for the payment of such tax for which the Servicer is entitled to indemnification. (b) The Servicer shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes imposed on the Trust Fund (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).

Prohibited Transactions Taxes and Other Taxes. (a) In the event that any tax (including a tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and including 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) is imposed on the Trust Fund and is not otherwise paid pursuant to Section 4.7(b3.13(b) hereof, the Servicer Trustee shall pay such taxes when and as the same shall be due and payable (but such obligation shall not prevent the Servicer, the Trustee, the Certificate Administrator, if any, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, provided that the Servicer Trustee shall be entitled to be indemnified for any such taxes and any related fees and expenses (excluding taxes referred to in Section 4.7(b3.13(b)) to the extent set forth in Section 6.3 6.6 hereof so long as the ServicerTrustee's failure to exercise reasonable care with respect to the performance of its duties hereunder or its negligence or willful misconduct was not the primary cause of the imposition of such taxes. If the Servicer Trustee is indemnified for such taxes pursuant to this Section 4.7(a3.13(a), such amount shall be first charged against amounts otherwise distributable to the Holders of Component R-1 of the Class R Certificate (or, if the tax relates to REMIC II, Component R-2 Holder of the Class R Certificate) on a pro rata basis, then against amounts otherwise distributable with respect to the REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of the REMIC II Certificates) Certificates on a pro rata basis. The Trustee is hereby authorized to retain from amounts otherwise distributable to the Certificateholders sufficient funds to reimburse the Servicer itself for the payment of such tax for which the Servicer Trustee is entitled to indemnification. (b) The Servicer Trustee shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes imposed on the Trust Fund (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)) to the extent that any such tax is due to its negligence or willful misconduct.

Prohibited Transactions Taxes and Other Taxes. (a) In the event that any tax (including a tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and including 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) is imposed on the Trust Fund and is not otherwise paid pursuant to Section 4.7(b) hereof, the Servicer shall pay such taxes when and as the same shall be due and payable (but such obligation shall not prevent the Servicer, the Trustee, the Certificate Administrator, if any, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Servicer shall be entitled to be indemnified for any such taxes (excluding taxes referred to in Section 4.7(b)) to the extent set forth in Section 6.3 hereof so long as the Servicer's failure to exercise reasonable care with respect to the performance of its duties hereunder was not the primary cause of the imposition of such taxes. If the Servicer is indemnified for such taxes pursuant to this Section 4.7(a), such amount shall be first charged against amounts otherwise distributable to the Holders of Component R-1 of the Class R Certificate (or, if the tax relates to REMIC II, Component R-2 of the Class R Certificate or, if the tax relates to REMIC III, Component R-3 of the Class R Certificate) on a pro rata basis, then against amounts otherwise distributable with respect to the REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of the REMIC II CertificatesRegular Interests) on a pro rata basis. The Trustee is hereby authorized to retain from amounts otherwise distributable to the Certificateholders sufficient funds to reimburse the Servicer for the payment of such tax for which the Servicer is entitled to indemnification. (b) The Servicer shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes imposed on the Trust Fund (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).

Prohibited Transactions Taxes and Other Taxes. (a) In the event that any tax (including a tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and including 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) is imposed on the Trust Fund and is not otherwise paid pursuant to Section 4.7(b) hereof, the Servicer shall pay such taxes when and as the same shall be due and payable (but such obligation shall not prevent the Servicer, the Trustee, the Certificate Administrator, if any, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Servicer shall be entitled to be indemnified for any such taxes (excluding taxes referred to in Section 4.7(b)) to the extent set forth in Section 6.3 hereof so long as the Servicer's failure to exercise reasonable care with respect to the performance of its duties hereunder was not the primary cause of the imposition of such taxes. If the Servicer is indemnified for such taxes pursuant to this Section 4.7(a), such amount shall be first charged against amounts otherwise distributable to the Holders of Component R-1 of the Class R Certificate (or, if the tax relates to REMIC II, Component R-2 of the Class R Certificate or, if the tax relates to REMIC III, Component R-3 of the Class R Certificate) on a pro rata basis, then against amounts otherwise distributable with respect to the REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of the REMIC II Regular Interests or, if the tax relates to REMIC III, to the Holders of the REMIC III Certificates) on a pro rata basis. The Trustee is hereby authorized to retain from amounts otherwise distributable to the Certificateholders sufficient funds to reimburse the Servicer for the payment of such tax for which the Servicer is entitled to indemnification. (b) The Servicer shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes imposed on the Trust Fund (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).

Prohibited Transactions Taxes and Other Taxes. (a) In the event that any tax (including a tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and including 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) is imposed on the Trust Fund and is not otherwise paid pursuant to Section 4.7(b) hereof, the Servicer shall pay such taxes when and as the same shall be due and payable (but such obligation shall not prevent the Servicer, the Trustee, the Certificate Administrator, if any, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); providedPROVIDED, that the Servicer shall be entitled to be indemnified for any such taxes (excluding taxes referred to in Section 4.7(b)) to the extent set forth in Section 6.3 hereof so long as the Servicer's failure to exercise reasonable care with respect to the performance of its duties hereunder was not the primary cause of the imposition of such taxes. If the Servicer is indemnified for such taxes pursuant to this Section 4.7(a), such amount shall be first charged against amounts otherwise distributable to the Holders of Component R-1 of the Class R Certificate (or, if the tax relates to REMIC II, Component R-2 of the Class R Certificate or, if the tax relates to REMIC III, Component R-3 of the Class R Certificate, or, if the tax relates to REMIC IV, Component R-4 of the Class R Certificate) on a pro rata basis, then against amounts otherwise distributable with respect to the REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of the REMIC II Certificates) on a pro rata basis. The Trustee is hereby authorized to retain from amounts otherwise distributable to the Certificateholders sufficient funds to reimburse the Servicer for the payment of such tax for which the Servicer is entitled to indemnification. (b) The Servicer shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes imposed on the Trust Fund (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).

Prohibited Transactions Taxes and Other Taxes. (a) In the event that any tax (including a tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and including 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) is imposed on the Trust Fund and is not otherwise paid pursuant to Section 4.7(b) hereof, the Servicer shall pay such taxes when and as the same shall be due and payable (but such obligation shall not prevent the Servicer, the Trustee, the Certificate Administrator, if any, Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Servicer shall be entitled to be indemnified for any such taxes (excluding taxes referred to in Section 4.7(b)) to the extent set forth in Section 6.3 hereof so long as the Servicer's failure to exercise reasonable care with respect to the performance of its duties hereunder was not the primary cause of the imposition of such taxes. If the Servicer is indemnified for such taxes pursuant to this Section 4.7(a), such amount shall be first charged against amounts otherwise distributable to the Holders of Component R-1 of the Class R Certificate Certificates (or, if the tax relates to REMIC II, Component R-2 of the Class R CertificateCertificates) on a pro rata basis, then against amounts otherwise distributable with respect to the REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of the REMIC II Certificates) on a pro rata basis. The Trustee is hereby authorized to retain from amounts otherwise distributable to the Certificateholders sufficient funds to reimburse the Servicer for the payment of such tax for which the Servicer is entitled to indemnification. (b) The Servicer shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes imposed on the Trust Fund (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)...

Prohibited Transactions Taxes and Other Taxes. (a) In the event that any tax (including a tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and including 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) is imposed on the Trust Fund and is not otherwise paid pursuant to Section 4.7(b3.13(b) hereof, the Servicer Trustee shall pay such taxes when and as the same shall be due and payable (but such obligation shall not prevent the Servicer, the Trustee, the Certificate Administrator, if any, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer Trustee from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Servicer Trustee shall be entitled to be indemnified for any such taxes and any related fees and expenses (excluding taxes referred to in Section 4.7(b3.13(b)) to the extent set forth in Section 6.3 6.6 hereof so long as the ServicerTrustee's failure to exercise reasonable care with respect to the performance of its duties hereunder was not the primary cause of the imposition of such taxes. If the Servicer Trustee is indemnified for such taxes pursuant to this Section 4.7(a3.13(a), such amount shall be first charged against amounts otherwise distributable to the Holders of Component R-1 of the Class R Certificate (or, if the tax relates to REMIC II, Component R-2 of the Class R Certificate) on a pro rata basis, then against amounts otherwise distributable with respect to the REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of the REMIC II Certificates) on a pro rata basis. The Trustee is hereby authorized to retain from amounts otherwise distributable to the Certificateholders sufficient funds to reimburse the Servicer itself for the payment of such tax for which the Servicer Trustee is entitled to indemnification. (b) The Servicer Trustee shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes imposed on the Trust Fund (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)) to the extent that any such tax is due to its negligence or willful misconduct.

Prohibited Transactions Taxes and Other Taxes. (a) In the event that any tax (including a tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and including any and all interest, penalties, fines and additions to tax, as well as any and all reasonable counsel fees and out-of-of- pocket expenses incurred in contesting the imposition of such tax) is imposed on the Trust Fund and is not otherwise paid pursuant to Section 4.7(b) hereof, the Servicer shall pay such taxes when and as the same shall be due and payable (but such obligation shall not prevent the Servicer, the Trustee, the Certificate Administrator, if any, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Servicer shall be entitled to be indemnified for any such taxes (excluding taxes referred to in Section 4.7(b)) to the extent set forth in Section 6.3 hereof so long as the Servicer's failure to exercise reasonable care with respect to the performance of its duties hereunder was not the primary cause of the imposition of such taxes. If the Servicer is indemnified for such taxes pursuant to this Section 4.7(a), such amount shall be first charged against amounts otherwise distributable to the Holders of Component R-1 of the Class R Certificate (or, if the tax relates to REMIC II, Component R-2 R- 2 of the Class R Certificate) on a pro rata basis, then against amounts otherwise distributable with respect to the REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of the REMIC II Certificates) on a pro rata basis. The Trustee is hereby authorized to retain from amounts otherwise distributable to the Certificateholders sufficient funds to reimburse the Servicer for the payment of such tax for which the Servicer is entitled to indemnification. (b) The Servicer shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes imposed on the Trust Fund (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).

Prohibited Transactions Taxes and Other Taxes. (a) In the event that any tax (including a tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and including 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) is imposed on the Trust Fund Fund, and is the primary cause of such tax was a breach of such Servicer's duties under (x) Section 3.2 of this Agreement to not otherwise paid pursuant make any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 4.7(b860F(a) hereofor Section 860G(d) of the Code or (y) Section 3.7(c) of this Agreement to not cause any REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or to subject any REMIC created hereunder to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise, then such Servicer shall (A) pay such taxes when and as the same shall be due and payable (but such obligation shall not prevent the related Servicer, the Trustee, the Certificate Administrator, if any, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the related Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that and (B) indemnify and hold harmless the Servicer shall be entitled to be indemnified for any Trust Fund from and against, such taxes (excluding taxes referred to in Section 4.7(b)) imposed on the Trust Fund to the extent set forth in not paid under clause (A). (b) In the event that any tax is imposed on the Trust Fund and neither Servicer is obligated to pay or indemnify the Trust Fund for such tax under Section 6.3 hereof so long as 4.7 (a), then the Servicer's failure to exercise reasonable care with respect to Trustee or Certificate Administrator shall pay such tax, and the performance of its duties hereunder was not the primary cause of the imposition amount of such taxes. If the Servicer is indemnified for such taxes pursuant to this Section 4.7(a), such amount tax shall be first charged against amounts otherwise distributable to the Holders of Component R-1 of the Class R Certificate (or, if the tax relates to REMIC II, Component R-2 of the Class R Certificate or, if the tax relates to REMIC III, Component R-3 of the Class R Certificate) on a pro rata basis, then against amounts otherwise distributable with respect to the REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of the REMIC II CertificatesRegular Interests) on a pro rata basis. The Trustee or the Certificate Administrator is hereby authorized to retain from amounts otherwise distributable to the Certificateholders sufficient funds to reimburse the Servicer for the payment of such tax for which the Servicer is entitled pursuant to indemnification. (b) The Servicer shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes imposed on the Trust Fund (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 taxSection 4.7(b).

Prohibited Transactions Taxes and Other Taxes. (a) In the event that any tax (including a tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and including 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) is imposed on the Trust Fund and is not otherwise paid pursuant to Section 4.7(b4.7(c) hereof, the Master Servicer shall pay such taxes when and as the same shall be due and payable (but such obligation shall not prevent the Master Servicer, the Trustee, the Certificate Administrator, if any, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Master Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Master Servicer shall be entitled to be indemnified for any such taxes (excluding taxes referred to in Section 4.7(b4.7(c)) to the extent set forth in Section 6.3 hereof so long as the Master Servicer's failure to exercise reasonable care with respect to the performance of its duties hereunder was not the primary cause of the imposition of such taxes. If the Master Servicer is indemnified for such taxes pursuant to this Section 4.7(a), such amount shall be first charged against amounts otherwise distributable to the Holders of Component R-1 of the Class R Certificate (or, if the tax relates to REMIC II, Component R-2 of the Class R Certificate) on a pro rata basis, then against amounts otherwise distributable with respect to the REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of the REMIC II Certificates) Class A and the Class B Certificates on a pro rata basis. The Trustee is hereby authorized to retain from amounts otherwise distributable to the Certificateholders sufficient funds to reimburse the Master Servicer for the payment of such tax for which the Master Servicer is entitled to indemnification. (b) The Class R Certificateholder shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes on "prohibited transactions" as defined in Section 860F(a)(2) 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 Trust Fund as a result of a purchase by the Class R Certificateholder of a Mortgage Loan pursuant to Section 9.1 hereof unless the Class R Certificateholder's failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction taxes. (c) The Master Servicer shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes imposed on the Trust Fund (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).

Prohibited Transactions Taxes and Other Taxes. (a) In the event that any tax (including a tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and including 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) is imposed on the Trust Fund and is not otherwise paid pursuant to Section 4.7(b) hereof, the Servicer shall pay such taxes when and as the same shall be due and payable (but such obligation shall not prevent the Servicer, the Trustee, the Certificate Administrator, if any, Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); providedPROVIDED, that the Servicer shall be entitled to be indemnified for any such taxes (excluding taxes referred to in Section 4.7(b)) to the extent set forth in Section 6.3 hereof so long as the Servicer's failure to exercise reasonable care with respect to the performance of its duties hereunder was not the primary cause of the imposition of such taxes. If the Servicer is indemnified for such taxes pursuant to this Section 4.7(a), such amount shall be first charged against amounts otherwise distributable to the Holders of Component R-1 of the Class R Certificate (or, if the tax relates to REMIC II, Component R-2 of the Class R Certificate or, if the tax relates to REMIC III, Component R-3 of the Class R Certificate) on a pro rata basis, then against amounts otherwise distributable with respect to the REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of the REMIC II CertificatesRegular Interests or if the tax relates to REMIC III, to the Holders of the REMIC III Regular Interests) on a pro rata basis. The Trustee is hereby authorized to retain from amounts otherwise distributable to the Certificateholders sufficient funds to reimburse the Servicer for the payment of such tax for which the Servicer is entitled to indemnification. (b) The Servicer shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes imposed on the Trust Fund (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).

Prohibited Transactions Taxes and Other Taxes. (a) In the event that any tax (including a tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and including 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) is imposed on the Trust Fund and is not otherwise paid pursuant to Section 4.7(b) hereof, the Servicer shall pay such taxes when and as the same shall be due and payable (but such obligation shall not prevent the Servicer, the Trustee, the Certificate Administrator, if any, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Servicer shall be entitled to be indemnified for any such taxes (excluding taxes referred to in Section 4.7(b)) to the extent set forth in Section 6.3 hereof so long as the Servicer's failure to exercise reasonable care with respect to the performance of its duties hereunder was not the primary cause of the imposition of such taxes. If the Servicer is indemnified for such taxes pursuant to this Section 4.7(a), such amount shall be first charged against amounts otherwise distributable to the Holders of Component R-1 of the Class R Certificate (or, if the tax relates to REMIC II, Component R-2 of the Class R Certificate or, if the tax relates to REMIC III, Component R-3 of the Class R Certificate, or, if the tax relates to REMIC IV, Component R-4 of the Class R Certificate) on a pro rata basis, then against amounts otherwise distributable with respect to the REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of the REMIC II Certificates) on a pro rata basis. The Trustee is hereby authorized to retain from amounts otherwise distributable to the Certificateholders sufficient funds to reimburse the Servicer for the payment of such tax for which the Servicer is entitled to indemnification. (b) The Servicer shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes imposed on the Trust Fund (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).

Prohibited Transactions Taxes and Other Taxes. (a) In the event that any tax (including a tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and including 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) is imposed on the Trust Fund and is not otherwise paid pursuant to Section 4.7(b) hereof, the Servicer shall pay such taxes when and as the same shall be due and payable (but such obligation shall not prevent the Servicer, the Trustee, the Certificate Administrator, if any, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Servicer shall be entitled to be indemnified for any such taxes (excluding taxes referred to in Section 4.7(b)) to the extent set forth in Section 6.3 hereof so long as the Servicer's failure to exercise reasonable care with respect to the performance of its duties hereunder was not the primary cause of the imposition of such taxes. If the Servicer is indemnified for such taxes pursuant to this Section 4.7(a), such amount shall be first charged against amounts otherwise distributable to the Holders of Component R-1 of the Class R Certificate (or, if the tax relates to REMIC II, Component R-2 of the Class R Certificate) on a pro rata basis, then against amounts otherwise distributable with respect to the REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of the REMIC II Certificates) on a pro rata basis. The Trustee is hereby authorized to retain from amounts otherwise distributable to the Certificateholders sufficient funds to reimburse the Servicer for the payment of such tax for which the Servicer is entitled to indemnification. (b) The Servicer shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes imposed on the Trust Fund (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).

Prohibited Transactions Taxes and Other Taxes. (a) In the event that any tax (including a tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and including 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) is imposed on the Trust Fund and is not otherwise paid pursuant to Section 4.7(b) hereof, the Servicer shall pay such taxes when and as the same shall be due and payable (but such obligation shall not prevent the Servicer, the Trustee, the Certificate Administrator, if any, or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Servicer shall be entitled to be indemnified for any such taxes (excluding taxes referred to in Section 4.7(b)) to the extent set forth in Section 6.3 hereof so long as the Servicer's failure to exercise reasonable care with respect to the performance of its duties hereunder was not the primary cause of the imposition of such taxes. If the Servicer is indemnified for such taxes pursuant to this Section 4.7(a), such amount shall be first charged against amounts otherwise distributable to the Holders of Component R-1 of the Class R Certificate (or, if the tax relates to REMIC II, Component R-2 of the Class R Certificate or, if the tax relates to REMIC III, Component R-3 of the Class R Certificate) on a pro rata basis, then against amounts otherwise distributable with respect to the REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of the REMIC II Certificates or, if the tax relates to REMIC III, to the Holders of the REMIC III Certificates) on a pro rata basis. The Trustee is hereby authorized to retain from amounts otherwise distributable to the Certificateholders sufficient funds to reimburse the Servicer for the payment of such tax for which the Servicer is entitled to indemnification. (b) The Servicer shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes imposed on the Trust Fund (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).

Prohibited Transactions Taxes and Other Taxes. (a) In the event that any tax (including a tax on "prohibited transactions" as defined in Section 860F(a)(2) of the Code and including 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) is imposed on the Trust Fund and is not otherwise paid pursuant to Section 4.7(b) hereof, the Servicer shall pay such taxes when and as the same shall be due and payable (but such obligation shall not prevent the Servicer, the Trustee, the Certificate Administrator, if any, Trustee or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Servicer shall be entitled to be indemnified for any such taxes (excluding taxes referred to in Section 4.7(b)) to the extent set forth in Section 6.3 hereof so long as the Servicer's failure to exercise reasonable care with respect to the performance of its duties hereunder was not the primary cause of the imposition of such taxes. If the Servicer is indemnified for such taxes pursuant to this Section 4.7(a), such amount shall be first charged against amounts otherwise distributable to the Holders of Component R-1 of the Class R Certificate Certificates (or, if the tax relates to REMIC II, Component R-2 of the Class R CertificateCertificates) on a pro rata basis, then against amounts otherwise distributable with respect to the REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of the REMIC II Certificates) on a pro rata basis. The Trustee is hereby authorized to retain from amounts otherwise distributable to the Certificateholders sufficient funds to reimburse the Servicer for the payment of such tax for which the Servicer is entitled to indemnification. (b) The Servicer shall pay on written demand, and shall indemnify and hold harmless the Trust Fund from and against, any and all taxes imposed on the Trust Fund (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).