Common use of Additional Limitation on Action and Imposition of Tax Clause in Contracts

Additional Limitation on Action and Imposition of Tax. Any provision of this Agreement to the contrary notwithstanding, the Trustee shall not, without having obtained an opinion of counsel experienced in federal income tax matters reasonably acceptable to the Trustee to the effect that such transaction does not result in a tax imposed on the Trust Fund or REMIC I or REMIC II or cause a termination of REMIC status for REMIC I or REMIC II, (i) sell any assets in the Trust Fund, (ii) accept any contribution of assets after the Startup Day or (iii) agree to any modification of this Agreement. In the event that any tax is imposed on "prohibited transactions" of REMIC I or REMIC II created hereunder as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of such REMIC as defined in Section 860G(c) of the Code, on any contributions to REMIC I or REMIC II after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Servicer, if such tax arises out of or results from a breach by the Servicer of any of its obligations hereunder, (ii) by the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations hereunder, or otherwise (iii) against amounts on deposit in the Certificate Account and shall be paid by withdrawal therefrom.