Common use of ACCOUNTING AND REPORTS TO THE NOTEHOLDERS Clause in Contracts

ACCOUNTING AND REPORTS TO THE NOTEHOLDERS. CERTIFICATEHOLDERS, THE INTERNAL REVENUE SERVICE AND OTHERS. Subject to Sections 12.01(b)(iii) and 12.01(c) of the Sale and Servicing Agreement, the Holder of the GP Interest shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, (b) deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable each Certificateholder to prepare its Federal and state income tax returns, (c) prepare or cause to be prepared, and file or cause to be filed, all tax returns relating to the Trust (including a partnership information return, Form 1065), and direct the Owner Trustee in writing to make such elections as may from time to time be required or appropriate under any applicable state or Federal statute or rule or regulation thereunder so as to maintain the Trust's characterization as a partnership for Federal income tax purposes and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall make all elections pursuant to this Section as directed in writing by the Holder of the GP Interest. The Owner Trustee shall sign all tax information returns furnished to it in execution form by the Holder of the GP Interest and any other returns as may be required by law and so furnished to it by the Holder of the GP Interest, and in doing so shall be entitled to, and shall be fully protected if it shall, rely entirely upon, and shall have no liability for information provided by, or calculations provided by, the Holder of the GP Interest. The Owner Trustee shall cause the Trust to elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Loans, as directed in writing by the Holder of the GP Interest.

ACCOUNTING AND REPORTS TO THE NOTEHOLDERS. CERTIFICATEHOLDERS, THE INTERNAL REVENUE SERVICE AND OTHERS. Subject to Sections 12.01(b)(iii) ____ and 12.01(c) ____ of the Sale and Master Servicing Agreement, the Holder holder of the GP Interest shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, (b) deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable each Certificateholder to prepare its Federal and state income tax returns, (c) prepare or cause to be prepared, and file or cause to be filed, all filed such tax returns relating to the Trust (including a partnership information return, Form 1065), and direct the Owner Trustee in writing to make such elections as may from time to time be required or appropriate under any applicable state or Federal statute or rule or regulation thereunder so as to maintain the Trust's characterization as a partnership for Federal income tax purposes and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall make all elections pursuant to this Section as directed in writing by the Holder holder of the GP Interest. The Owner Trustee shall sign all tax information returns furnished filed pursuant to it in execution form by the Holder of the GP Interest this Section 5.6 and any other returns as may be required by law and so furnished to it by the Holder of the GP Interestlaw, and in doing so shall be entitled to, and shall be fully protected if it shall, rely entirely upon, and shall have no liability for information provided by, or calculations provided by, the Holder holder of the GP Interest. The Owner Trustee shall cause the Trust to elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Mortgage Loans, as directed in writing by . The Owner Trustee shall not make the Holder election provided under Section 754 of the GP InterestCode.

ACCOUNTING AND REPORTS TO THE NOTEHOLDERS. CERTIFICATEHOLDERS, THE INTERNAL REVENUE SERVICE AND OTHERS. Subject to Sections 12.01(b)(iii) and 12.01(c) of the Sale and Servicing Agreement, the Holder of the GP Special Interest shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, (b) deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1, if the Trust is treated as a partnership for federal income tax purposes, as described in Section 2.6) to enable each Certificateholder to prepare its Federal and state income tax returns, (c) prepare or cause to be prepared, and file or cause to be filed, all tax returns relating to the Trust (including a partnership information return, Form 1065, if the Trust is treated as a partnership for federal income tax purposes, as described in Section 2.6), and direct the Owner Trustee in writing to make such elections as may from time to time be required or appropriate under any applicable state or Federal statute or rule or regulation thereunder so as to maintain the Trust's characterization as a partnership or division of a single Certificateholder, as described in Section 2.6, as the case may be, for Federal income tax purposes and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall make all elections pursuant to this Section as directed in writing by the Holder of the GP Special Interest. The Owner Trustee shall sign all tax information returns returns, if any, furnished to it in execution form by the Holder of the GP Special Interest and any other returns as may be required by law and so furnished to it by the Holder of the GP Special Interest, and in doing so shall be entitled to, and shall be fully protected if it shall, rely entirely upon, and shall have no liability for information provided by, or calculations provided by, the Holder of the GP Interest. The Owner Trustee shall cause the Trust to elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Loans, as directed in writing by the Holder of the GP Special Interest.

ACCOUNTING AND REPORTS TO THE NOTEHOLDERS. CERTIFICATEHOLDERS, THE INTERNAL REVENUE SERVICE AND OTHERS. Subject to Sections 12.01(b)(iii10.1(b)(iii) and 12.01(c10.1(c) of the Sale and Servicing Agreement, the Holder of the GP Interest shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, (b) deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable each Certificateholder to prepare its Federal and state income tax returns, (c) prepare or cause to be prepared, and file or cause to be filed, all filed such tax returns relating to the Trust (including a partnership information return, Form 1065), and direct the Owner Trustee in writing to make such elections as may from time to time be required or appropriate under any applicable state or Federal statute or rule or regulation thereunder so as to maintain the Trust's characterization as a partnership for Federal income tax purposes and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall make all elections pursuant to this Section as directed in writing by the Holder of the GP Interest. The Owner Trustee shall sign all tax information returns furnished to it in execution form by the Holder of the GP Interest filed pursuant to this Section 5.6 and any other returns as may be required by law and so furnished to it by the Holder of the GP Interest, and in doing so shall be entitled to, and shall be fully protected if it shall, rely entirely upon, and shall have no liability for information provided by, or calculations provided by, the Holder of the GP Interest. The Owner Trustee Holder of the GP Interest shall cause the Trust to elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Loans, as directed in writing by the Holder of the GP InterestReceivables.

ACCOUNTING AND REPORTS TO THE NOTEHOLDERS. CERTIFICATEHOLDERS, THE INTERNAL REVENUE SERVICE AND OTHERS. Subject to Sections 12.01(b)(iii10.1(b)(iii) and 12.01(c10.1(c) of the Sale and Servicing Agreement, the Holder holder of the GP Interest shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, (b) deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable each Certificateholder to prepare its Federal and state income tax returns, (c) prepare or cause to be prepared, and file or cause to be filed, all tax returns relating to the Trust (including a partnership information return, Form 1065), and direct the Owner Trustee in writing to make such elections as may from time to time be required or appropriate under any applicable state or Federal statute or rule or regulation thereunder so as to maintain the Trust's characterization as a partnership for Federal income tax purposes and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall make all elections pursuant to this Section as directed in writing by the Holder holder of the GP Interest. The Owner Trustee shall sign all tax information returns furnished to it in execution form by the Holder holder of the GP Interest Interest, and filed pursuant to this Section 5.5 and any other returns as may be required by law and so furnished to it by the Holder holder of the GP Interest, and in doing so shall be entitled to, and shall be fully protected if it shall, rely entirely upon, and shall have no liability for information provided by, or calculations provided by, the Holder holder of the GP Interest. The Owner Trustee holder of the GP Interest shall cause the Trust to elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Loans, as directed in writing by Receivables. The Trust shall not make the Holder election provided under Section 754 of the GP InterestCode.

ACCOUNTING AND REPORTS TO THE NOTEHOLDERS. CERTIFICATEHOLDERS, THE INTERNAL REVENUE SERVICE AND OTHERS. Subject to Sections 12.01(b)(iii) and 12.01(c) of the Sale and Servicing Agreement, the Holder of the GP Interest Trust Administrator shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, (b) deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1K-1 to IRS Form 1065, if the Trust, as it relates to the assets in Pool II, the Pool II Notes and the Class II Certificates, is treated as a partnership for federal income tax purposes, as described in Section 2.6) to enable each Certificateholder to prepare its Federal federal and state income tax returns, (c) prepare or cause to be prepared, and file or cause to be filed, all tax returns relating to the Trust (including a partnership information return, IRS Form 1065, if the Trust, as it relates to the assets in Pool II, the Pool II Notes and the Class II Certificates, is treated as a partnership for federal income tax purposes, as described in Section 2.6), and direct the Owner Trustee in writing to make such elections as may from time to time be required or appropriate under any applicable state or Federal federal statute or rule or regulation thereunder so as to maintain the Trust's characterization of the Trust (as it relates to the assets in Pool II, the Pool II Notes and the Class II Certificates) as a partnership or division of a single Class II Certificateholder, as described in Section 2.6, as the case may be, for Federal federal income tax purposes and purposes, (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders, (e) prepare or cause to be prepared, and file or cause to be filed, all tax returns relating to each of REMIC I and REMIC II (including returns on IRS Form 1066 and Schedule Q thereto and IRS Form 8811), and (f) prepare or cause to be prepared, and file or cause to be filed, deliver or cause to be delivered any annual or other necessary returns, reports or forms relating to the Notes, the Class I Certificates (including information returns on IRS Form 1099) and the Class R Certificates. The Owner Trustee Trust shall make all elections pursuant to this Section as directed in writing by the Holder of the GP InterestTrust Administrator. The Owner Trustee shall sign all tax information returns relating to REMIC I, REMIC II, the Class I Certificates or the Class R Certificates, if any, furnished to it in execution form by the Holder of the GP Interest Trust Administrator and any other returns as may be required by law and so furnished to it by and at the Holder direction of the GP InterestTrust Administrator, and in doing so shall be entitled to, and shall be fully protected if it shall, rely entirely upon, and shall have no liability for information provided by, or calculations provided by, the Holder of the GP Interest. The Owner Trustee shall cause the Trust to elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Loans, as directed in writing by the Holder of the GP InterestAdministrator.

ACCOUNTING AND REPORTS TO THE NOTEHOLDERS. CERTIFICATEHOLDERS, THE INTERNAL REVENUE SERVICE AND OTHERS. Subject to Sections 12.01(b)(iii10.1(b)(iii) and 12.01(c10.1(c) of the Sale and Servicing Agreement, the Holder of the GP Interest Depositor shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, (b) deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including including, if applicable, Schedule K-1) to enable each Certificateholder to prepare its Federal and state income tax returns, (c) prepare or cause to be prepared, and file or cause to be filed, all tax returns returns, if any, relating to the Trust (including including, if applicable, a partnership information return, Form 1065), and direct the Owner Trustee in writing to make such elections as may from time to time be required or appropriate under any applicable state or Federal statute or rule or regulation thereunder so as to maintain the Trust's characterization as a partnership division or branch of its 100% owner, or as a partnership, as the case may be, for Federal income tax purposes and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall make all elections pursuant to this Section as directed in writing by the Holder of the GP InterestDepositor. The Owner Trustee shall sign all tax information returns furnished to it in execution form by the Holder of the GP Interest Depositor, and filed pursuant to this Section 5.6 and any other returns as may be required by law and so furnished to it by the Holder of the GP InterestDepositor, and in doing so shall be entitled to, and shall be fully protected if it shall, rely entirely upon, and shall have no liability for information provided by, or calculations provided by, the Holder of Depositor. In the GP Interest. The Owner Trustee event the Trust is characterized as a partnership for federal income tax purposes, the Depositor shall cause the Trust to elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the LoansReceivables, as directed in writing by and the Holder Trust shall not make the election provided under Section 754 of the GP InterestCode.

ACCOUNTING AND REPORTS TO THE NOTEHOLDERS. CERTIFICATEHOLDERS, THE INTERNAL REVENUE SERVICE AND OTHERS. Subject to Sections 12.01(b)(iii) and 12.01(c) of the Sale and Servicing AgreementCertificateholders, the Holder of Internal Revenue Service and Others. The Owner Trustee ----------------------------------------------------------- shall, based on information provided by the GP Interest shall Seller, (ai) maintain (or cause to be maintained) the books of the Trust on the basis of a calendar fiscal year basis ending February 28 or 29, as applicable, and based on the accrual method of accounting, (bii) deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1K- 1) to enable each such Certificateholder to prepare its Federal federal and state income tax returns, (ciii) prepare or cause to be prepared, and file or cause to be filed, all such tax returns relating to the Trust (including a partnership information return, IRS Form 1065), ) and direct the Owner Trustee in writing to make such elections as may from time to time be required or appropriate under any applicable state or Federal federal statute or rule or regulation thereunder so as to maintain the Trust's characterization as a partnership for Federal federal income tax purposes purposes, (iv) cause such tax returns to be signed in the manner required by law and (dv) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee shall make all elections pursuant to this Section as directed in writing by the Holder of the GP Interest. The Owner Trustee shall sign all tax information returns furnished to it in execution form by the Holder of the GP Interest and any other returns as may be required by law and so furnished to it by the Holder of the GP Interest, and in doing so shall be entitled to, and shall be fully protected if it shall, rely entirely upon, and shall have no liability for information provided by, or calculations provided by, the Holder of the GP Interest. The Owner Trustee shall cause the Trust to elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the LoansReceivables. The Owner Trustee shall not make the election provided under Section 754 of the Code. The Owner Trustee may satisfy its obligations with respect to this Section 5.5 by retaining, as directed in writing at the expense of the Seller, a firm of independent public accountants (the "Accountants") selected by the Holder Seller. The Owner ----------- Trustee may require the Accountants to provide to the Owner Trustee, on or before March 15, 2001, a letter in form and substance satisfactory to the Owner Trustee as to whether any federal tax withholding on Certificates is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the GP InterestCode. The Accountants shall be required to update such letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Owner Trustee shall be deemed to have discharged its obligations pursuant to this Section 5.5 upon its retention of the Accountants, and the Owner Trustee shall not have any liability with respect to the default or misconduct of the Accountants.