Common use of Administration of the Trust Fund Clause in Contracts

Administration of the Trust Fund. (a) It is intended that the Trust Fund formed hereunder shall constitute, and that the affairs of the Trust Fund shall be conducted so as to qualify as, a REMIC as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Trustee covenants and agrees that it shall act as the agent of the Trust Fund (and the Trustee is hereby appointed to act as such agent), and that in such capacity it shall: (i) prepare and file, or cause to be prepared and filed, in a timely manner, and sign, any Tax Returns required by the REMIC Provisions and other applicable income tax laws, using a calendar year as the taxable year for the REMIC; (ii) make or cause to be made an election, on behalf of the REMIC, to be treated as a REMIC on the Tax Return of the REMIC for its first taxable year, in accordance with the REMIC Provisions; (iii) prepare, file, deliver and sign any and all Tax Returns, information statements or other forms required to be delivered to any governmental taxing authority (including, without limitation, within 30 days after the Closing Date, Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMICs) and Issuers of Collateralized Debt Obligations"), or to any Certificateholder, pursuant to any applicable federal, state or local tax laws with respect to the Trust Fund or the related Certificates and the transactions contemplated by this Agreement; (iv) provide to each of the related Certificateholders such data necessary for their original issue discount computations and market discount computations with respect to such Certificates for federal income tax purposes and such information as such Certificateholders may reasonably request from time to time; (v) conduct the affairs of the Trust Fund so as to maintain the status thereof as a REMIC under the REMIC Provisions; (vi) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the Trust Fund; (vii) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Holder who is not a Permitted Transferee or an agent (including a broker, nominee or other middleman) of a Person who is not a Permitted Transferee or a pass-through entity in which a Person who is not a Permitted Transferee is the record holder of an interest, provided that the reasonable cost of computing and furnishing such information shall be charged to the Person liable for such tax; (viii) maintain records relating to the REMIC, including but not limited to the income, expenses, assets and liabilities of the REMIC, and the fair market value and adjusted basis of the assets included in the REMIC determined at such intervals as may be required by the Code and as may be necessary to prepare the foregoing returns, schedules, statements or information; and (ix) as and when necessary and appropriate, represent the REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of the REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the REMIC, and otherwise act on behalf of the REMIC in relation to any tax matter or controversy involving the REMIC; provided, however, that the Trustee shall have no liability for any failure by it to perform its obligations under this Section 3.01(a) if the information or data necessary to perform such obligations has not been provided to the Trustee, unless such failure to perform results solely from the negligence or bad faith of the Trustee.

Administration of the Trust Fund. (a) It is intended that the Trust Fund formed hereunder shall constitute, and that the affairs of the Trust Fund shall be conducted so as to qualify as, a REMIC as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Trustee covenants and agrees that it shall act as the agent of the Trust Fund (and the Trustee is hereby appointed to act as such agent), and that in such capacity it shall: (i) prepare and file, or cause to be prepared and filed, in a timely manner, and sign, any Tax Returns required by the REMIC Provisions and other applicable income tax lawsby Applicable State and Local Income Tax Laws, using a calendar year as the taxable year for the REMIC; (ii) make or cause to be made an election, on behalf of the REMIC, to be treated as a REMIC on the Tax Return of the REMIC for its first taxable year, in accordance with the REMIC Provisions; (iii) prepare, file, deliver and sign any and all Tax Returns, information statements or other forms required to be delivered to any governmental taxing authority (including, without limitation, within 30 days after the Closing Date, Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMICs) and Issuers of Collateralized Debt Obligations"), or to any Certificateholder, pursuant to any applicable federal, state or local federal tax laws and any Applicable State and Local Income Tax Laws with respect to the Trust Fund or the related Certificates and the transactions contemplated by this Trust Agreement; (iv) provide to each of the related Certificateholders such data necessary for their original issue discount computations and market discount computations with respect to such Certificates for federal income tax purposes and such information as such Certificateholders may reasonably request from time to time; (v) conduct the affairs of the Trust Fund so as to maintain the status thereof as a REMIC under the REMIC Provisions; (vi) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of the Trust Fund; (vii) provide information necessary for the computation of tax imposed on the transfer of a Residual Certificate to a Holder who is not a Permitted Transferee or an agent (including a broker, nominee or other middleman) of a Person who is not a Permitted Transferee or a pass-through entity in which a Person who is not a Permitted Transferee is the record holder of an interest, provided that the reasonable cost of computing and furnishing such information shall be charged to the Person liable for such tax; (viii) maintain records relating to the REMIC, including but not limited to the income, expenses, assets and liabilities of the REMIC, and the fair market value and adjusted basis of the assets included in the REMIC determined at such intervals as may be required by the Code and as may be necessary to prepare the foregoing returns, schedules, statements or information; and (ix) as and when necessary and appropriate, represent the REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of the REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of the REMIC, and otherwise act on behalf of the REMIC in relation to any tax matter or controversy involving the REMIC; provided, however, that the Trustee shall have no liability for any failure by it to perform its obligations under this Section 3.01(a) if the information or data necessary to perform such obligations has not been provided to the Trustee, unless such failure to perform results solely from the negligence or bad faith of the Trustee.