Common use of Tax Returns Clause in Contracts

Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Pursuant to the Indenture, the Indenture Trustee has agreed that it shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture TrusteeSecurities Administrator's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings, and (ii) reasonable additional compensation for the preparation and filing of such additional returns. The Owner Trustee shall hereby grants permission to the Securities Administrator to sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator.

Tax Returns. The Indenture Trustee Pursuant to the Servicing Agreement, the Servicer and the Administrator have agreed that they shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations); provided, however, that the Administrator shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Administrator receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings and provided further, that the neither the Servicer nor the Administrator shall be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it. Pursuant to the Indenture and solely with respect to filing Form 1099 tax returns, the Indenture Trustee has agreed that it shall (a) deliver (or cause to be delivered) to each Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns and (db) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Administrator and the Indenture Trustee pursuant to this Section 5.03 at the request of the Administrator or the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Administrator or the Indenture Trustee.

Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's ’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's ’s expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to the Securities Administrator to be delivered) forwarded to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulationsregulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to (x) prepare and file corporation tax returns on behalf of the Trust, (y) calculate and/or report any “excess inclusions” with respect to the Certificates, or (z) compute the Issuer's ’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it income; and provided, further, provided further that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns or any other tax returns on behalf of the Issuer or do any additional tax work caused by any change in the tax treatment of the Notes or Trust from the treatment contemplated hereunder, unless the Indenture Trustee Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture TrusteeSecurities Administrator's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filingsfilings or work, and (ii) reasonable additional compensation for the preparation and filing of such additional returns or any such additional tax work. The Owner Trustee shall sign Issuer hereby grants permission to the Securities Administrator to sign, to the extent permitted by law, all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so the Owner Trustee and the Certificateholders shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder Holder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder Holder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 4.02 of this Trust Agreement with respect to income or distributions to Certificateholders Holders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to compute the Issuer's Trust’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership or corporation income tax returns on behalf of the Issuer Trust (or any additional tax work caused by Section 3.09) unless the Indenture Trustee it receives an opinion Opinion of counsel reasonably satisfactory to it Counsel (which shall not be at the Indenture Trustee's Securities Administrator’s expense, but shall be at the an expense of the Depositor Trust or other party furnishing requesting such opinion) as to the necessity of such filings, and reimbursement for related reasonable expenses from the Trust not to exceed $10,000 per year. The Owner Trustee Trustee, where required by applicable tax law to do so, shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 4.04 at the written request of the Indenture TrusteeSecurities Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator, or any other Person. In no event shall the Securities Administrator be liable for any errors or omissions in preparing or filing the tax returns or errors or omissions in maintaining the books of the Trust if such errors or omissions were due to errors or omissions in the information contained in the reports delivered by the Servicers to the Master Servicer pursuant to the underlying Servicing Agreements. Anything to the contrary notwithstanding, in no event shall the Securities Administrator be liable for any errors or omissions in the preparing or filing of any tax returns or in maintaining the books of the Trust unless such error or omissions are due to the Securities Administrator’s negligence or willful misconduct in so preparing, filing or maintaining.

Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filingsfilings and (ii) reasonable additional compensation for the preparation and filing of such additional returns. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulationsregulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture TrusteeSecurities Administrator's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings, and (ii) reasonable additional compensation for the preparation and filing of such additional returns. The Owner Trustee shall hereby grants permission to the Securities Administrator to sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator.

Tax Returns. The Indenture Trustee Depositor shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 4.02 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Depositor shall not be required to compute the Issuer's Trust’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Depositor shall not be required to prepare and file partnership or corporation income tax returns on behalf of the Issuer Trust, or any additional tax work caused by Section 3.11, unless the Indenture Trustee it receives an opinion Opinion of counsel reasonably satisfactory to it Counsel (which shall not be at the Indenture Trustee's Depositor’s expense, but shall be at the an expense of the Depositor Trust or other party furnishing requesting such opinion) as to the necessity of such filings, and a copy of the partnership agreement or comparable documentation, if available, and reimbursement for related reasonable expenses from the Trust not to exceed $5,000 per year. The parties hereto intend that the Trust will be treated as a Qualified REIT Subsidiary of the Initial Holder, and therefore, all assets, liabilities, and items of income, deduction, and credit of the Trust shall be treated as assets, liabilities, and items of income, deduction, and credit of the Initial Holder on the federal income tax return of the Initial Holder. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Depositor pursuant to this Section 5.03 4.04 at the written request of the Indenture TrusteeDepositor, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeDepositor, or any other Person. In no event shall the Depositor be liable for any errors or omissions in preparing or filing the tax returns or errors or omissions in maintaining the books of the Trust if such errors or omissions were due to errors or omissions in the information contained in the reports delivered by the Servicer or the Master Servicer pursuant to the Sale and Servicing Agreement. Anything to the contrary notwithstanding, in no event shall the Depositor be liable for any errors or omissions in the preparing or filing of any tax returns or in maintaining the books of the Trust unless such error or omissions are due to the Depositor’s negligence or willful misconduct in so preparing, filing or maintaining. If no Note is Outstanding and the Trust is classified as a partnership for federal income tax purposes, the Depositor shall cause the Trust to maintain capital accounts and make partnership allocations in accordance with Section 704 of the Code. The holder of the Trust Certificates evidencing the largest Percentage Interest shall be designated as the “tax matters partner” of the Trust.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to compute the Issuer's ’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's Securities Administrator’s expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings, and (ii) reasonable additional compensation for the preparation and filing of such additional returns. The Owner Trustee shall hereby grants permission to the Securities Administrator to sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture Trustee, Securities Administrator and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator.

Tax Returns. The Indenture Trustee Pursuant to the Servicing Agreement, the Servicer and the Administrator have agreed that they shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto); provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Administrator shall not be required to prepare and file partnership tax returns on behalf of the Issuer Issuing Entity unless the Indenture Trustee Administrator receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filingsfilings and provided further, that the neither the Servicer nor the Administrator shall be required to compute the Issuing Entity's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it. Pursuant to the Indenture and solely with respect to filing Form 1099 tax returns, the Indenture Trustee has agreed that it shall (a) deliver (or cause to be delivered) to each Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable the Certificateholder to prepare its federal and state income tax returns and (b) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to the Certificateholder and prepare or cause to be prepared the appropriate forms relating thereto. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Administrator and the Indenture Trustee pursuant to this Section 5.03 at the request of the Administrator or the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Administrator or the Indenture Trustee.

Tax Returns. The Indenture Trustee Depositor shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 4.02 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Depositor shall not be required to compute the Issuer's Trust’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Depositor shall not be required to prepare and file partnership or corporation income tax returns on behalf of the Issuer Trust, or any additional tax work caused by Section 3.11, unless the Indenture Trustee it receives an opinion Opinion of counsel reasonably satisfactory to it Counsel (which shall not be at the Indenture Trustee's Depositor’s expense, but shall be at the an expense of the Depositor Trust or other party furnishing requesting such opinion) as to the necessity of such filings, and a copy of the partnership agreement or comparable documentation, if available, and reimbursement for related reasonable expenses from the Trust not to exceed $5,000 per year. The parties hereto intend that the Trust will be treated as a Qualified REIT Subsidiary of the Initial Holder (or a subsequent single Holder of the Trust Certificate), and therefore, all assets, liabilities, and items of income, deduction, and credit of the Trust shall be treated as assets, liabilities, and items of income, deduction, and credit of the Initial Holder (or a subsequent single Holder of the Trust Certificate) on the federal income tax return of the Initial Holder (or a subsequent single Holder of the Trust Certificate). The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Depositor pursuant to this Section 5.03 4.04 at the written request of the Indenture TrusteeDepositor, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeDepositor, or any other Person. In no event shall the Depositor be liable for any errors or omissions in preparing or filing the tax returns or errors or omissions in maintaining the books of the Trust if such errors or omissions were due to errors or omissions in the information contained in the reports delivered by the Servicer or the Master Servicer pursuant to the Sale and Servicing Agreement. Anything to the contrary notwithstanding, in no event shall the Depositor be liable for any errors or omissions in the preparing or filing of any tax returns or in maintaining the books of the Trust unless such error or omissions are due to the Depositor’s negligence or willful misconduct in so preparing, filing or maintaining. If no Note is Outstanding and the Trust is classified as a partnership for federal income tax purposes, the Depositor shall cause the Trust to maintain capital accounts and make partnership allocations in accordance with Section 704 of the Code. The holder of the Trust Certificates evidencing the largest Percentage Interest shall be designated as the “tax matters partner” of the Trust.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to the Securities Administrator to be delivered) forwarded to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulationsregulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that (except as provided in the Indenture Trustee shall not be required to compute following paragraph) the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file corporation tax returns or partnership tax returns or any other tax returns on behalf of the Issuer Issuing Entity or do any additional tax work caused by any change in the tax treatment of the Notes or Trust from the treatment contemplated hereunder on the Closing Date unless the Indenture Trustee Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture TrusteeSecurities Administrator's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filingsfilings or work, and (ii) reasonable additional compensation for the preparation and filing of such additional returns or any such additional tax work. The Owner Trustee shall sign Issuing Entity hereby grants permission to the Securities Administrator to sign, to the extent permitted by law, all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so so, the Owner Trustee and the Certificateholders shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator. Subsequent to a REMIC Conversion, the Securities Administrator shall prepare and file, or cause to be prepared and filed, in a timely manner, with the Internal Revenue Service and applicable state or local tax authorities, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service), and other income tax or information returns for each taxable year with respect to any REMIC created in connection with such REMIC Conversion or with respect to the Trust, in each case, containing such information and in the manner as may be required by the Code or state or local tax laws, regulations or rules, and shall furnish, or cause to be furnished, to the Holders of the Certificates or REMIC Securities the schedules, statements or information required by such Holders for tax reporting purposes at such times and in such manner as may be required by the Code or state or local tax laws, regulations or rules. In addition, subsequent to a REMIC Conversion, the Securities Administrator shall perform the other duties relating to the tax matters of the Trust and each REMIC created in connection with such REMIC Conversion as may be specified in the REMIC Class A Indenture, and the Owner Trustee shall cooperate and furnish upon the request of the Securities Administrator any records, information and materials in its possession relating to the Trust and each such REMIC as may be necessary for the Securities Administrator to prepare the aforementioned returns, schedules and statements required to be furnished to the taxing authorities or Holders of the Certificates or REMIC Securities with respect to the Trust and each such REMIC and to perform such other tax duties.

Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it it; and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion opnion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Pursuant to the Indenture, the Indenture Trustee has agreed that it shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the IssuerIssuing Entity's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer Issuing Entity unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to compute the Issuer's ’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's Securities Administrator’s expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings, and (ii) reasonable additional compensation for the preparation and filing of such additional returns. The Owner Trustee shall hereby grants permission to the Securities Administrator to sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator.

Tax Returns. The Indenture Trustee Depositor shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 4.02 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Depositor shall not be required to compute the Issuer's Trust’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Depositor shall not be required to prepare and file partnership or corporation income tax returns on behalf of the Issuer Trust, or any additional tax work caused by Section 3.11, unless the Indenture Trustee it receives an opinion Opinion of counsel reasonably satisfactory to it Counsel (which shall not be at the Indenture Trustee's Depositor’s expense, but shall be at the an expense of the Depositor Trust or other party furnishing requesting such opinion) as to the necessity of such filings, and a copy of the partnership agreement or comparable documentation, if available, and reimbursement for related reasonable expenses from the Trust not to exceed $5,000 per year. The parties hereto intend that the Trust will be treated as a Qualified REIT Subsidiary of the Initial Holder (or a subsequent single Holder of the Trust Certificate and the Class X Certificate), and therefore, all assets, liabilities, and items of income, deduction, and credit of the Trust shall be treated as assets, liabilities, and items of income, deduction, and credit of the Initial Holder (or a subsequent single Holder of the Trust Certificate and the Class X Certificate) on the federal income tax return of the Initial Holder (or a subsequent single Holder of the Trust Certificate and the Class X Certificate). The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Depositor pursuant to this Section 5.03 4.04 at the written request of the Indenture TrusteeDepositor, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeDepositor, or any other Person. In no event shall the Depositor be liable for any errors or omissions in preparing or filing the tax returns or errors or omissions in maintaining the books of the Trust if such errors or omissions were due to errors or omissions in the information contained in the reports delivered by the Servicer or the Master Servicer pursuant to the Sale and Servicing Agreement. Anything to the contrary notwithstanding, in no event shall the Depositor be liable for any errors or omissions in the preparing or filing of any tax returns or in maintaining the books of the Trust unless such error or omissions are due to the Depositor’s negligence or willful misconduct in so preparing, filing or maintaining. If no Note is Outstanding and the Trust is classified as a partnership for federal income tax purposes, the Depositor shall cause the Trust to maintain capital accounts and make partnership allocations in accordance with Section 704 of the Code. The holder of the Trust Certificates evidencing the largest Percentage Interest shall be designated as the “tax matters partner” of the Trust.

Tax Returns. The Indenture Trustee Master Servicer shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 4.02 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Master Servicer shall not be required to compute the Issuer's Trust’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Master Servicer shall not be required to prepare and file partnership or corporation income tax returns on behalf of the Issuer Trust, or any additional tax work caused by Section 3.11, unless the Indenture Trustee it receives an opinion Opinion of counsel reasonably satisfactory to it Counsel (which shall not be at the Indenture Trustee's Master Servicer’s expense, but shall be at the an expense of the Depositor Trust or other party furnishing requesting such opinion) as to the necessity of such filings, and a copy of the partnership agreement or comparable documentation, if available, and reimbursement for related reasonable expenses from the Trust not to exceed $10,000 per year. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Master Servicer pursuant to this Section 5.03 4.04 at the written request of the Indenture TrusteeMaster Servicer, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeMaster Servicer, or any other Person. In no event shall the Master Servicer be liable for any errors or omissions in preparing or filing the tax returns or errors or omissions in maintaining the books of the Trust if such errors or omissions were due to errors or omissions in the information contained in the reports delivered by the Servicers to the Master Servicer pursuant to the underlying Servicing Agreements. Anything to the contrary notwithstanding, in no event shall the Master Servicer be liable for any errors or omissions in the preparing or filing of any tax returns or in maintaining the books of the Trust unless such error or omissions are due to the Master Servicer’s negligence or willful misconduct in so preparing, filing or maintaining.

Tax Returns. The Indenture Owner Trustee shall cooperate with the Servicer in the Servicer's obligation to (a) maintain (or cause to be maintained) the books of the Trust on a calendar the fiscal year basis using of the accrual method person that is the Holder of accounting100% of the Certificates or, if the Certificates are owned by more than one person, then in accordance with the rules governing partnerships, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Servicer and delivered to the Owner Trustee in final execution form pursuant to this Section 5.03 at the request of the Indenture TrusteeServicer, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeServicer. Notwithstanding the foregoing, it is the intention of the parties that the Issuer, as of the Closing Date and for so long as the equity is held by one person for federal income tax purposes, be treated for federal income tax purposes as a disregarded entity, which such entity need not apply for a taxpayer identification number or file an entity-level tax return. In the event the equity of the Issuer is held by more than one person for federal income tax purposes, the Servicer shall file an application with the IRS for a taxpayer identification number with respect to the Issuer and prepare or cause to be prepared and/or file partnership tax returns including the partnership information return on Form 1065 in connection with the transactions contemplated hereby.

Tax Returns. The Indenture Trustee Trust Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 4.02 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Trust Administrator shall not be required to prepare and file corporation tax returns on behalf of the Trust or compute the Issuer's Trust’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Trust Administrator shall not be required to prepare and file partnership income tax returns on behalf of the Issuer Trust, or any additional tax work caused by Section 2.11, unless the Indenture Trustee it receives an opinion Opinion of counsel reasonably satisfactory to it Counsel (which shall not be at the Indenture Trustee's Trust Administrator’s expense, but shall be at the an expense of the Depositor Trust or other party furnishing requesting such opinion) as to the necessity of such filings, and a copy of the partnership agreement or comparable documentation, if available, and reimbursement for related reasonable expenses from the Trust not to exceed $10,000 per year. The Owner Trustee (or, in the case of partnership tax returns, the partners of the Trust) shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Trust Administrator pursuant to this Section 5.03 4.04 at the written request of the Indenture TrusteeTrust Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeTrust Administrator, or any other Person. In no event shall the Trust Administrator be liable for any errors or omissions in preparing or filing the tax returns or errors or omissions in maintaining the books of the Trust if such errors or omissions were due to errors or omissions in the information contained in the reports delivered by the Servicers to the Master Servicer pursuant to the underlying Servicing Agreements. Anything to the contrary notwithstanding, in no event shall the Trust Administrator be liable for any errors or omissions in the preparing or filing of any tax returns or in maintaining the books of the Trust unless such error or omissions are due to the Trust Administrator’s negligence or willful misconduct in so preparing, filing or maintaining.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulationsregulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to (x) prepare and file corporation tax returns on behalf of the Trust, (y) calculate and/or report any "excess inclusions" with respect to the Certificates, or (z) compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it income; and provided, further, provided further that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns or any other tax returns on behalf of the Issuer or do any additional tax work caused by any change in the tax treatment of the Notes or Trust from the treatment contemplated hereunder, unless the Indenture Trustee Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture TrusteeSecurities Administrator's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filingsfilings or work, and (ii) reasonable additional compensation for the preparation and filing of such additional returns or any such additional tax work. The Owner Trustee shall sign hereby grants permission to the Securities Administrator to sign, to the extent permitted by law, all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to the Securities Administrator to be delivered) forwarded to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulationsregulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to (x) prepare and file corporation tax returns on behalf of the Trust, (y) calculate and/or report any “excess inclusions” with respect to the Certificates, or (z) compute the Issuer's Trust’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it income; and provided, provided further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns or any other tax returns on behalf of the Issuer Trust or do any additional tax work caused by any change in the tax treatment of the Notes or Trust from the treatment contemplated hereunder, unless the Indenture Trustee Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's Securities Administrator’s expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared filings or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trusteework, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.and

Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished famished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless Issuerunless the Indenture Trustee receives an opinion opnion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the ofthe Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to the Securities Administrator to be delivered) forwarded to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulationsregulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to (x) prepare and file corporation tax returns on behalf of the Trust, (y) calculate and/or report any “excess inclusions” with respect to the Certificates, or (z) compute the Issuer's ’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it income; and provided, further, provided further that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns or any other tax returns on behalf of the Issuer or do any additional tax work caused by any change in the tax treatment of the Notes or Trust from the treatment contemplated hereunder, unless the Indenture Trustee Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's Securities Administrator’s expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filingsfilings or work, and (ii) reasonable additional compensation for the preparation and filing of such additional returns or any such additional tax work. The Owner Trustee shall sign hereby grants permission to the Securities Administrator to sign, to the extent permitted by law, all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulationsregulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to (x) prepare and file corporation tax returns on behalf of the Trust, (y) calculate and/or report any “excess inclusions” with respect to the Certificates, or (z) compute the Issuer's Trust’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it income; and provided, provided further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns or any other tax returns on behalf of the Issuer Trust or do any additional tax work caused by any change in the tax treatment of the Notes or Trust from the treatment contemplated hereunder, unless the Indenture Trustee Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's Securities Administrator’s expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filingsfilings or work, and (ii) reasonable additional compensation for the preparation and filing of such additional returns or any such additional tax work. The Owner Trustee shall sign Trust hereby grants permission to the Securities Administrator to sign, to the extent permitted by law, all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so the Owner Trustee shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator.

Tax Returns. The Indenture Trustee Manager shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and the Investor Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each the Investor Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 5.01(b) of this Trust Agreement with respect to income or distributions to Certificateholders the Investor Certificateholder and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Manager pursuant to this Section 5.03 5.04 at the request of the Indenture TrusteeManager, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Master Servicer, the Indenture TrusteeTrustee or the Manager. If the Trust is classified as a partnership for federal income tax purposes, the Manager shall cause the Trust to (i) maintain capital accounts and make partnership allocations in accordance with Section 704 of the Code and (ii) file Form 8832 with the Internal Revenue Service and make an election for the Trust be classified as a partnership for federal income tax purposes. The Manager shall be designated as the "tax matters partner" of the Trust.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to the Securities Administrator to be delivered) forwarded to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulationsregulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to (x) prepare and file corporation tax returns on behalf of the Trust, (y) calculate and/or report any “excess inclusions” with respect to the Certificates, or (z) compute the Issuer's ’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it income; and provided, provided further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns or any other tax returns on behalf of the Issuer or do any additional tax work caused by any change in the tax treatment of the Notes or Trust from the treatment contemplated hereunder, unless the Indenture Trustee Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's Securities Administrator’s expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filingsfilings or work, and (ii) reasonable additional compensation for the preparation and filing of such additional returns or any such additional tax work. The Owner Trustee shall sign hereby grants permission to the Securities Administrator to sign, to the extent permitted by law, all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to the Securities Administrator to be delivered) forwarded to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulationsregulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to (x) prepare and file corporation tax returns on behalf of the Trust, (y) calculate and/or report any “excess inclusions” with respect to the Certificates, or (z) compute the Issuer's Trust’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it income; and provided, provided further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns or any other tax returns on behalf of the Issuer Trust or do any additional tax work caused by any change in the tax treatment of the Notes or Trust from the treatment contemplated hereunder, unless the Indenture Trustee Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's Securities Administrator’s expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filingsfilings or work, and (ii) reasonable additional compensation for the preparation and filing of such additional returns or any such additional tax work. The Owner Trustee shall sign hereby grants permission to the Securities Administrator to sign, to the extent permitted by law, all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator.

Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Depositor, the Owner Trustee and the initial holder of the Certificates intend that the Trust be treated for federal income tax purposes as a "qualified REIT subsidiary," within the meaning of the Code. The Indenture Trustee will perform the calculation of accrual of original issue discount and the amortization of premium on the Notes and the Certificates. The Seller will prepare and file any income tax returns required for the Trust and make any other tax filings required under the Code. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Indenture Trustee Depositor shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 4.02 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Depositor shall not be required to compute the Issuer's Trust’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Depositor shall not be required to prepare and file partnership or corporation income tax returns on behalf of the Issuer Trust, or any additional tax work caused by Section 3.11, unless the Indenture Trustee it receives an opinion Opinion of counsel reasonably satisfactory to it Counsel (which shall not be at the Indenture Trustee's Depositor’s expense, but shall be at the an expense of the Depositor Trust or other party furnishing requesting such opinion) as to the necessity of such filings, and a copy of the partnership agreement or comparable documentation, if available, and reimbursement for related reasonable expenses from the Trust not to exceed $5,000 per year. The parties hereto intend that the Trust will be treated as a Qualified REIT Subsidiary of the Saxon REIT (or a subsequent single Holder of the Trust Certificate and the Class X Certificate), and therefore, all assets, liabilities, and items of income, deduction, and credit of the Trust shall be treated as assets, liabilities, and items of income, deduction, and credit of the Saxon REIT (or a subsequent single Holder of the Trust Certificate and the Class X Certificate) on the federal income tax return of the Saxon REIT (or a subsequent single Holder of the Trust Certificate and the Class X Certificate). The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Depositor pursuant to this Section 5.03 4.04 at the written request of the Indenture TrusteeDepositor, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeDepositor, or any other Person. In no event shall the Depositor be liable for any errors or omissions in preparing or filing the tax returns or errors or omissions in maintaining the books of the Trust if such errors or omissions were due to errors or omissions in the information contained in the reports delivered by the Servicer or the Master Servicer pursuant to the Sale and Servicing Agreement. Anything to the contrary notwithstanding, in no event shall the Depositor be liable for any errors or omissions in the preparing or filing of any tax returns or in maintaining the books of the Trust unless such error or omissions are due to the Depositor’s negligence or willful misconduct in so preparing, filing or maintaining. If no Note is Outstanding and the Trust is classified as a partnership for federal income tax purposes, the Depositor shall cause the Trust to maintain capital accounts and make partnership allocations in accordance with Section 704 of the Code. The holder of the Trust Certificates evidencing the largest Percentage Interest shall be designated as the “tax matters partner” of the Trust.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to the Securities Administrator to be delivered) forwarded to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulationsregulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust Trust, other than any taxable mortgage pool tax return, as may be required by the Code and applicable Treasury Regulations regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to (x) prepare and file corporation tax returns on behalf of the Trust, (y) calculate and/or report and “excess inclusions” with respect to the Certificates, or (z) compute the Issuer's Issuing Entity’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it income, in each case, unless a TMP Trigger Event has occurred; and provided, further, provided further that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns or any other tax returns on behalf of the Issuer Issuing Entity or do any additional tax work caused by any change in the tax treatment of the Notes from the treatment contemplated hereunder, unless the Indenture Trustee Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture TrusteeSecurities Administrator's expense, but shall be at the expense of the Depositor or other party furnishing such opinionopinion or the party initiating the REMIC Conversion) as to the necessity of such filingsfilings or work, and (ii) reasonable additional compensation for the preparation and filing of such additional returns or any such additional tax work. With respect to any taxable mortgage pool tax return, the Person initiating the REMIC Conversion at its expense shall cause the appropriate tax returns to be prepared and filed. The Owner Trustee shall sign Issuing Entity hereby grants permission to the Securities Administrator to sign, to the extent permitted by law, all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so the Owner Trustee and the Certificateholders shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and provide a copy of any such tax return to the Sponsor after such tax return has been filed; and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns or any other tax returns on behalf of the Issuer Issuing Entity or do any additional tax work caused by any change in the tax treatment of the Notes or Trust from the treatment contemplated hereunder on the Closing Date unless the Indenture Trustee Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture TrusteeSecurities Administrator's expense, but shall be at the expense of the Depositor Sponsor or other party furnishing such opinion) as to the necessity of such filingsfilings or work, and (ii) reasonable additional compensation for the preparation and filing of such additional returns or any such additional tax work. The Owner Trustee shall sign Issuing Entity hereby grants permission to the Securities Administrator to sign, to the extent permitted by law, all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so so, the Owner Trustee and the Certificateholders shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder Holder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder Holder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 4.02 of this Trust Agreement with respect to income or distributions to Certificateholders Holders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to compute the Issuer's Trust’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership or corporation income tax returns on behalf of the Issuer Trust (or any additional tax work caused by Section 3.09) unless the Indenture Trustee it receives an opinion Opinion of counsel reasonably satisfactory to it Counsel (which shall not be at the Indenture Trustee's Securities Administrator’s expense, but shall be at the an expense of the Depositor Trust or other party furnishing requesting such opinion) as to the necessity of such filings, and reimbursement for related reasonable expenses from the Trust not to exceed $10,000 per year. The Owner Trustee Trustee, where required by applicable tax law to do so, shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 4.04 at the written request of the Indenture TrusteeSecurities Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator, or any other Person. In no event shall the Securities Administrator be liable for any errors or omissions in preparing or filing the tax returns or errors or omissions in maintaining the books of the Trust if such errors or omissions were due to errors or omissions in the information contained in the reports delivered by the Servicer to the Master Servicer pursuant to the Purchase and Servicing Agreement. Anything to the contrary notwithstanding, in no event shall the Securities Administrator be liable for any errors or omissions in the preparing or filing of any tax returns or in maintaining the books of the Trust unless such error or omissions are due to the Securities Administrator’s negligence or willful misconduct in so preparing, filing or maintaining.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder Holder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder Holder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 4.02 of this Trust Agreement with respect to income or distributions to Certificateholders Holders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to compute the IssuerTrust's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership or corporation income tax returns on behalf of the Issuer Trust (or any additional tax work caused by Section 3.09) unless the Indenture Trustee it receives an opinion Opinion of counsel reasonably satisfactory to it Counsel (which shall not be at the Indenture TrusteeSecurities Administrator's expense, but shall be at the an expense of the Depositor Trust or other party furnishing requesting such opinion) as to the necessity of such filings, and reimbursement for related reasonable expenses from the Trust not to exceed $10,000 per year. The Owner Trustee Trustee, where required by applicable tax law to do so, shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 4.04 at the written request of the Indenture TrusteeSecurities Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator, or any other Person. In no event shall the Securities Administrator be liable for any errors or omissions in preparing or filing the tax returns or errors or omissions in maintaining the books of the Trust if such errors or omissions were due to errors or omissions in the information contained in the reports delivered by the Servicer to the Master Servicer pursuant to the Purchase and Servicing Agreement. Anything to the contrary notwithstanding, in no event shall the Securities Administrator be liable for any errors or omissions in the preparing or filing of any tax returns or in maintaining the books of the Trust unless such error or omissions are due to the Securities Administrator's negligence or willful misconduct in so preparing, filing or maintaining.

Tax Returns. The Indenture Trustee Certificate Paying Agent shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Certificate Paying Agent shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Certificate Paying Agent shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee Certificate Paying Agent receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture TrusteeCertificate Paying Agent's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Depositor, the Owner Trustee and the initial holder of the Certificates intend that the Trust be treated for federal income tax purposes as a “qualified REIT subsidiary,” within the meaning of Section 856(i) of the Code. The Certificate Paying Agent will perform the calculation of accrual of original issue discount and the amortization of premium on the Notes. The Seller will prepare and file any income tax returns required for the Trust and make any other tax filings required under the Code. The Owner Trustee, if required, shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Certificate Paying Agent pursuant to this Section 5.03 at the request of the Indenture TrusteeCertificate Paying Agent, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeCertificate Paying Agent.

Tax Returns. The Indenture Trustee Trust Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 4.02 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Trust Administrator shall not be required to prepare and file corporation tax returns on behalf of the Trust or compute the Issuer's Trust’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Trust Administrator shall not be required to prepare and file partnership income tax returns on behalf of the Issuer Trust, or any additional tax work caused by Section 2.11, unless the Indenture Trustee it receives an opinion Opinion of counsel reasonably satisfactory to it Counsel (which shall not be at the Indenture Trustee's Trust Administrator’s expense, but shall be at the an expense of the Depositor Trust or other party furnishing requesting such opinion) as to the necessity of such filings, and a copy of the partnership agreement or comparable documentation, if available, and reimbursement for related reasonable expenses from the Trust not to exceed $10,000 per year. The Owner Trustee (or, in the case of partnership tax returns, the partners of the Trust) shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Trust Administrator pursuant to this Section 5.03 4.04 at the written request of the Indenture TrusteeTrust Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeTrust Administrator, or any other Person. In no event shall the Trust Administrator be liable for any errors or omissions in preparing or filing the tax returns or errors or omissions in maintaining the books of the Trust if such errors or omissions were due to errors or omissions in the information contained in the reports delivered by the Servicer to the Master Servicer pursuant to the underlying Servicing Agreement. Anything to the contrary notwithstanding, in no event shall the Trust Administrator be liable for any errors or omissions in the preparing or filing of any tax returns or in maintaining the books of the Trust unless such error or omissions are due to the Trust Administrator’s negligence or willful misconduct in so preparing, filing or maintaining.

Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives (i) an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filingsfilings and (ii) reasonable additional compensation for the preparation and filing of such additional returns. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to the Securities Administrator to be delivered) forwarded to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulationsregulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that (except as provided in the Indenture Trustee shall not be required to compute following paragraph) the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file corporation tax returns or partnership tax returns or any other tax returns on behalf of the Issuer Issuing Entity or do any additional tax work caused by any change in the tax treatment of the Notes or Trust from the treatment contemplated hereunder on the Closing Date unless the Indenture Trustee Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's Securities Administrator’s expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filingsfilings or work, and (ii) reasonable additional compensation for the preparation and filing of such additional returns or any such additional tax work. The Owner Trustee shall sign Issuing Entity hereby grants permission to the Securities Administrator to sign, to the extent permitted by law, all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so so, the Owner Trustee and the Certificateholders shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator. Subsequent to a REMIC Conversion, the Securities Administrator shall prepare and file, or cause to be prepared and filed, in a timely manner, with the Internal Revenue Service and applicable state or local tax authorities, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service), and other income tax or information returns for each taxable year with respect to any REMIC created in connection with such REMIC Conversion or with respect to the Trust, in each case, containing such information and in the manner as may be required by the Code or state or local tax laws, regulations or rules, and shall furnish, or cause to be furnished, to the Holders of the Certificates or REMIC Securities the schedules, statements or information required by such Holders for tax reporting purposes at such times and in such manner as may be required by the Code or state or local tax laws, regulations or rules. In addition, subsequent to a REMIC Conversion, the Securities Administrator shall perform the other duties relating to the tax matters of the Trust and each REMIC created in connection with such REMIC Conversion as may be specified in the REMIC Class A Indenture, and the Owner Trustee shall cooperate and furnish upon the request of the Securities Administrator any records, information and materials in its possession relating to the Trust and each such REMIC as may be necessary for the Securities Administrator to prepare the aforementioned returns, schedules and statements required to be furnished to the taxing authorities or Holders of the Certificates or REMIC Securities with respect to the Trust and each such REMIC and to perform such other tax duties.

Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives (i) an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filingsfilings and (ii) reasonable additional compensation for such additional returns. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulationsregulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to (x) prepare and file corporation tax returns on behalf of the Trust, (y) calculate and/or report any "excess inclusions" with respect to the Certificates, or (z) compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it income; and provided, further, provided further that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns or any other tax returns on behalf of the Issuer unless or do any additional tax work caused by any change in the Indenture Trustee tax treatment of the Notes or Trust from the treatment contemplated hereunder, if the Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture TrusteeSecurities Administrator's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filingsfilings or work, and (ii) reasonable additional compensation for the preparation and filing of such additional returns or any such additional tax work. The Owner Trustee shall sign hereby grants permission to the Securities Administrator to sign, to the extent permitted by law, all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator.

Tax Returns. The Pursuant to the Indenture, the Indenture Trustee has agreed that it shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) upon written request therefor to each Bondholder Noteholder and Certificateholder as may be required by the Code under Sections 1461 and 6049 and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code under Sections 6012 or 6031 and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) ); provided, however, that a copy of any such tax return shall be delivered to the Sponsor at least 5 Business Days prior to filing; and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to the Securities Administrator to be delivered) forwarded to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulationsregulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to (x) prepare and file corporation tax returns on behalf of the Trust, (y) calculate and/or report any "excess inclusions" with respect to the Certificates, or (z) compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it income; and provided, further, provided further that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns or any other tax returns on behalf of the Issuer or do any additional tax work caused by any change in the tax treatment of the Notes or Trust from the treatment contemplated hereunder, unless the Indenture Trustee Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture TrusteeSecurities Administrator's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filingsfilings or work, and (ii) reasonable additional compensation for the preparation and filing of such additional returns or any such additional tax work. The Owner Trustee shall sign Issuer hereby grants permission to the Securities Administrator to sign, to the extent permitted by law, all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so the Owner Trustee and the Certificateholders shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator.

Tax Returns. The Indenture Trustee shall (a) maintain ----------- (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder Noteholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder Noteholder of a Class of Notes to which a “will be debt” opinion has been delivered, to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer Issuing Entity unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Depositor, the Owner Trustee and the initial holder of the Certificates intend that the Trust be treated for federal income tax purposes as a “qualified REIT subsidiary,” within the meaning of the Code. The Indenture Trustee will perform the calculation of accrual of original issue discount and the amortization of premium on the Notes. The Holder of the Trust Certificates will be responsible for calculating or causing to be calculated any information regarding the calculation of net income and excess inclusion income. Subsequent to a TMP Trigger Event, the entity that has foreclosed on the Equity Securities pursuant to any repurchase agreement shall cause to be provided to the Indenture Trustee an opinion of counsel to the effect that each REMIC elected to be treated as a REMIC will qualify as a REMIC under the Code. Subsequent to any REMIC Conversion, the Indenture Trustee shall comply with all REMIC administration as contemplated by Article X of each of the indenture and the pooling and servicing agreement, attached hereto as Exhibit L and Exhibit M, respectively. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, including, upon filing with the Internal Revenue Service, the Securities Administrator shall furnish to the Holders of the Class R Certificates the Form 1066 and each Form 1066Q, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee Securities Administrator receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture TrusteeSecurities Administrator's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder Holder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder Holder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 4.02 of this Trust Agreement with respect to income or distributions to Certificateholders Holders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to compute the IssuerTrust's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership or corporation income tax returns on behalf of the Issuer Trust (or any additional tax work caused by Section 3.09) unless the Indenture Trustee it receives an opinion Opinion of counsel reasonably satisfactory to it Counsel (which shall not be at the Indenture TrusteeSecurities Administrator's expense, but shall be at the an expense of the Depositor Trust or other party furnishing requesting such opinion) as to the necessity of such filings, and reimbursement for related reasonable expenses from the Trust not to exceed $10,000 per year. The Owner Trustee Trustee, where required by applicable tax law to do so, shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 4.04 at the written request of the Indenture TrusteeSecurities Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator, or any other Person. In no event shall the Securities Administrator be liable for any errors or omissions in preparing or filing the tax returns or errors or omissions in maintaining the books of the Trust if such errors or omissions were due to errors or omissions in the information contained in the reports delivered by the Servicers to the Master Servicer pursuant to the underlying Servicing Agreements. Anything to the contrary notwithstanding, in no event shall the Securities Administrator be liable for any errors or omissions in the preparing or filing of any tax returns or in maintaining the books of the Trust unless such error or omissions are due to the Securities Administrator's negligence or willful misconduct in so preparing, filing or maintaining.

Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it it; and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion opnion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. .. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to the Indenture Trustee to be delivered) forwarded to each Bondholder Securityholder and to the Certificate Registrar to be forwarded to the Trust Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each the Trust Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust Trust, as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations); provided, however, that the Securities Administrator shall not be required to (x) compute the Issuing Entity's gross income; (y) prepare and file corporation tax returns on behalf of the Trust or (z) calculate and/or report any “excess inclusions” with respect to the Trust Certificate, and provided, further, that the Securities Administrator shall not be required to do any additional tax work caused by any change in the tax treatment of the Securities or the Trust from the treatment contemplated hereunder on the Closing Date unless the Securities Administrator receives (i) an Opinion of Counsel reasonably satisfactory to it (which shall not be at the Securities Administrator’s expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings and (dii) reasonable additional compensation for the preparation and filing of such additional returns. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Securities Administrator pursuant to this Section 5.03 at the request of the Securities Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Securities Administrator. There shall be no separate tax reporting requirements with respect to the Transferor Interest. The Certificate Registrar shall collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and the Trust Certificateholder. The Paying Agent shall prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort collection of withholding tax by the Certificate Registrar. Subsequent to a TMP Trigger Event, the Securities Administrator shall prepare and file, or expense based upon income statements furnished cause to it be prepared and providedfiled, furtherin a timely manner, that a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066 or any successor form adopted by the Indenture Trustee shall not be required to Internal Revenue Service) and prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to any such REMIC and grantor trust, containing such information and at the times and in the manner as may be required by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture TrusteeCode or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to the Trust Certificateholder the schedules, statements or information at such times and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trusteesuch manner as may be required thereby.

Tax Returns. The Indenture Ixxxxxxxe Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives (i) an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filingsfilings and (ii) reasonable additional compensation for the preparation and filing of such additional returns. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee Securities Administrator receives an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture TrusteeSecurities Administrator's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall hereby grants permission to the Securities Administrator to sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator.

Tax Returns. The Indenture Trustee Seller shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to the Securities Administrator to be delivered) forwarded to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulationsregulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Seller shall not be required to (x) prepare and file corporation tax returns on behalf of the Trust, (y) calculate and/or report any "excess inclusions" with respect to the Certificates, or (z) compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it income; and provided, further, provided further that the Indenture Trustee Seller shall not be required to prepare and file partnership tax returns or any other tax returns on behalf of the Issuer or do any additional tax work caused by any change in the tax treatment of the Notes or Trust from the treatment contemplated hereunder, unless the Indenture Trustee Seller receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture TrusteeSeller's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filingsfilings or work, and (ii) reasonable additional compensation for the preparation and filing of such additional returns or any such additional tax work. The Owner Trustee shall sign Issuer hereby grants permission to the Seller to sign, to the extent permitted by law, all tax and information returns prepared or caused to be prepared by the Indenture Trustee Seller pursuant to this Section 5.03 at the request of the Indenture TrusteeSeller, and in doing so the Owner Trustee and the Certificateholders shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture TrusteeSeller.

Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder Noteholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder Noteholder of a Class of Notes to which a “will be debt” opinion has been delivered, to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer Issuing Entity unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's ’s expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Depositor, the Owner Trustee and the initial holder of the Certificates intend that the Trust be treated for federal income tax purposes as a “qualified REIT subsidiary,” within the meaning of the Code. The Indenture Trustee will perform the calculation of accrual of original issue discount and the amortization of premium on the Notes. The Holder of the Trust Certificates will be responsible for calculating or causing to be calculated any information regarding the calculation of net income and excess inclusion income. Subsequent to a TMP Trigger Event, the entity that has foreclosed on the Equity Securities pursuant to any repurchase agreement shall cause to be provided to the Indenture Trustee an opinion of counsel to the effect that each REMIC elected to be treated as a REMIC will qualify as a REMIC under the Code. Subsequent to any REMIC Conversion, the Indenture Trustee shall comply with all REMIC administration as contemplated by Article X of each of the indenture and the pooling and servicing agreement, attached hereto as Exhibit L and Exhibit M, respectively. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Indenture Trustee Securities Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulationsregulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee Securities Administrator shall not be required to (x) prepare and file corporation tax returns on behalf of the Trust, (y) calculate and/or report any “excess inclusions” with respect to the Certificate, or (z) compute the Issuer's Trust’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it income; and provided, provided further, that the Indenture Trustee Securities Administrator shall not be required to prepare and file partnership tax returns or any other tax returns on behalf of the Issuer Trust or do any additional tax work caused by any change in the tax treatment of the Notes or Trust from the treatment contemplated hereunder, unless the Indenture Trustee Securities Administrator receives (i) an opinion Opinion of counsel Counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's Securities Administrator’s expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filingsfilings or work, and (ii) reasonable additional compensation for the preparation and filing of such additional returns or any such additional tax work. The Owner Trustee shall sign Trust hereby grants permission to the Securities Administrator to sign, to the extent permitted by law, all tax and information returns prepared or caused to be prepared by the Indenture Trustee Securities Administrator pursuant to this Section 5.03 at the request of the Indenture TrusteeSecurities Administrator, and in doing so shall rely entirely upon, and the Owner Trustee shall have no liability for information or calculations provided by, the Indenture TrusteeSecurities Administrator. Subsequent to a TMP Trigger Event, the Securities Administrator shall prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to any such REMIC, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby.

Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's Issuing Entity’s gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer Issuing Entity unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's ’s expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.

Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder Noteholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Depositor, the Owner Trustee and the initial holder of the Certificates intend that the Trust be treated for federal income tax purposes as a “qualified REIT subsidiary,” within the meaning of the Code. The Indenture Trustee will perform the calculation of accrual of original issue discount and the amortization of premium on the Notes and the Certificates. The Seller will prepare and file any income tax returns required for the Trust and make any other tax filings required under the Code. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.