Common use of REMIC AND GRANTOR TRUST ADMINISTRATION Clause in Contracts

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) REMIC elections for each REMIC created hereunder as set forth in the Preliminary Statement and this Section 10.01 shall be made on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For purposes of such elections, (i) each of the SWAP REMIC Regular Interests is hereby designated as a regular interest in the SWAP REMIC; (ii) each of the REMIC I-1 Regular Interests is hereby designated as a regular interest in REMIC I-1; (iii) each of the REMIC I-2 Regular Interests is hereby designated as a regular interest in REMIC I-2; (iv) each of the REMIC I-3 Regular Interests is hereby designated as a regular interest in REMIC I-3; (v) each of the REMIC II-1 Regular Interests is hereby designated as a regular interest in REMIC II-1; (vi) each of the REMIC II-2 Regular Interests is hereby designated as a regular interest in REMIC II-2; (vii), each of the REMIC II-3 Regular Interests is hereby designated as a regular interest in REMIC II-3; (viii) each of the REMIC III-1 Regular Interests is hereby designated as a regular interest in REMIC III-1; and (ix) each of the REMIC III-2 Regular Interests is hereby designated as a Regular Interest in REMIC III-2. The Class SW-R Interest is hereby designated as the sole residual interest in the SWAP REMIC. The Class LTI1-R Interest is hereby designated as the sole residual interest in REMIC I-1. The Class LTI2-R Interest is hereby designated as the sole residual interest in REMIC I-2. The Residual I Interest is hereby designated as the sole residual interest in REMIC I-3. The Class LTII1-R Interest is hereby designated as the sole residual interest in REMIC II-1. The Class LTII2-R Interest is hereby designated as the sole residual interest in REMIC II-2. The Class LTII3-R Interest is hereby designated as the sole residual interest in REMIC II-3. The Class LTIII1-R Interest is hereby designated as the sole residual interest in REMIC III-1. The Class LTIII2-R Interest is hereby designated s the sole residual interest in REMIC III-2. The Class R-I Certificate evidences ownership of the Class SW-R Interest, the Class LTI1-R Interest, the Class LTI2-R Interest and the Residual I Interest. The Class R-II Certificate evidences ownership of the Class LTII1-R Interest, the Class LTII2-R Interest and the Class LTII3-R Interest. The Class R-III Interest evidences ownership of the Class LTIII1-R Interest and the Class LTIII2-R Interest. The Class 1-AP, Class 2-AP, Class 3-AP and Class 4-AP Certificates shall be neither regular interests nor residual interests in any REMIC created hereunder. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts (i) related to the Mortgage Loans in Pool 1, (ii) related to the Mortgage Loans in Pool 2, (iii) related to the Mortgage Loans in Pool 3; and (iv) related to the Mortgage Loans in Pool 4, each constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class 1-AP (in the case of collections of Prepayment Penalty Amounts related to Pool 1), Class 2-AP (in the case of collections of Prepayment Penalty Amounts related to Pool 2) Class 3-AP (in the case of collections of Prepayment Penalty Amounts related to Pool 3), Class 4-AP (in the case of collections of Prepayment Penalty Amounts related to Pool 4)

REMIC AND GRANTOR TRUST ADMINISTRATION. (a) REMIC elections for each REMIC created hereunder as As set forth in the Preliminary Statement and this Section 10.01 hereto, REMIC status shall be made elected in accordance with the REMIC Provisions with respect to each of REMIC I-1, REMIC I-2, REMIC I-3, REMIC II-1 and REMIC II-2. The Trustee shall make such elections on Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For purposes of such elections, (i) each of the SWAP REMIC Regular Interests is hereby designated as a regular interest in the SWAP REMIC; (ii) each of the REMIC I-1 Regular Interests Interests, other than the Class LTI1-R Interest, is hereby designated as a regular interest in REMIC I-1; (iiiii) each of the REMIC I-2 Regular Interests Interests, other than the Class LTI2-R Interest, is hereby designated as a regular interest in REMIC I-2; (iviii) each of the REMIC I-3 Regular Interests Interests, other than the Class LTI3-R Interest, is hereby designated as a regular interest in REMIC I-3; (viv) each of the REMIC II-1 Regular Interests Interests, other than the Class LTII1-R Interest, is hereby designated as a regular interest in REMIC II-1; and (viv) each of the REMIC II-2 Regular Interests Interests, other than the Class LTII2-R Interest, is hereby designated as a regular interest in REMIC II-2; (vii), each of the REMIC II-3 Regular Interests is hereby designated as a regular interest in REMIC II-3; (viii) each of the REMIC III-1 Regular Interests is hereby designated as a regular interest in REMIC III-1; and (ix) each of the REMIC III-2 Regular Interests is hereby designated as a Regular Interest in REMIC III-2. The Class SW-R Interest is hereby designated as the sole residual interest in the SWAP REMIC. The Class LTI1-R Interest is hereby designated as the sole residual interest in REMIC I-1. The Class LTI2-R Interest is hereby designated as the sole residual interest in REMIC I-2. The Residual I Class LTI3-R Interest is hereby designated as the sole residual interest in REMIC I-3. The Class LTII1-R Interest is hereby designated as the sole residual interest in REMIC II-1. The Class LTII2-R Interest is hereby designated as the sole residual interest in REMIC II-2. The Class LTII3-R Interest is hereby designated as the sole residual interest in REMIC II-3. The Class LTIII1-R Interest is hereby designated as the sole residual interest in REMIC III-1. The Class LTIII2-R Interest is hereby designated s the sole residual interest in REMIC III-2. The Class R-I Certificate evidences ownership of the Class SW-R Interest, the Class LTI1-R Interest, the Class LTI2-R Interest and the Residual I Interest. The Class R-II Certificate evidences ownership of the Class LTII1LTI2-R Interest, the Class LTII2LTI3-R Interest, the Class LTII1-R Interest and the Class LTII3LTII2-R Interest. The Class RP-III Interest evidences ownership of the Class LTIII1-R Interest and the Class LTIII2-R Interest. The Class 1-AP, Class 2-AP, Class 3-AP I and Class 4P-AP II Certificates shall be neither regular interests nor residual interests in any REMIC created hereunder. It is the intention of the parties hereto that the segregated pool of assets consisting of any collections of Prepayment Penalty Amounts (i) related to the Mortgage Loans in Pool 1, Pool 2 and Pool 3, and (ii) related to the Mortgage Loans in Pool 2, (iii) related to the Mortgage Loans in Pool 3; and (iv) related to the Mortgage Loans in Pool 4, 4 each constitute a grantor trust for federal income tax purposes. The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the Grantor Trust Assets and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class 1P-AP I (in the case of collections of Prepayment Penalty Amounts related to Pool 1), Class 2-AP (in the case of collections of Prepayment Penalty Amounts related to Pool 2) Class 3-AP (in the case of collections of Prepayment Penalty Amounts related to 2 and Pool 3), ) and Class 4P-AP II (in the case of collections of Prepayment Penalty Amounts related to Pool 4) Certificates. The rights of Holders of the Class P-I and Class P-II Certificates to receive distributions from the proceeds of the Grantor Trust Assets, and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation Section 1.860G-1(a)(4) is the “Latest Possible Maturity Date”. (c) The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC and each Grantor Trust, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMIC or such Grantor Trust that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Securities Administrator in fulfilling its duties hereunder (including its duties as tax return preparer). The Securities Administrator shall be entitled to reimbursement from the Certificate Account of the expenses to the extent (x) provided in clause (i) above and (y) in the case of expenses relating to a REMIC provided for hereunder, such expenses are “unanticipated expenses” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign, all of each REMIC’s federal and state tax and information returns as such REMIC’s direct representative. The Securities Administrator shall prepare and file, and the Trustee shall sign, all of the tax returns in respect of each Grantor Trust. The Securities Administrator shall comply with such requirement by filing Form 1041. The expenses of preparing and filing such returns shall be borne by the Securities Administrator. If any Disqualified Organization acquires any Ownership Interest in a Residual Certificate, then the Securities Administrator will upon request provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, such information as required in Section 860D(a)(6)(B) of the Code needed to compute the tax imposed under Section 860E(e) of the Code on transfers of residual interests to disqualified organizations and the Securities Administrator will be reimbursed by the Trust for all expenses incurred therewith solely from amounts received for the provision of such information from persons specified in Sections 860E(e)(3) and (6) of the Code. (e) The Securities Administrator or its designee shall perform on behalf of each REMIC and each Grantor Trust all reporting and other tax compliance duties that are the responsibility of such REMIC or Grantor Trust under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Securities Administrator shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) The Trustee, the Securities Administrator, the Master Servicer and the Holders of Certificates shall take any action or cause any REMIC hereunder to take any action necessary to create or maintain the status of such REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Securities Administrator, the Master Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any such REMIC as a REMIC or (ii) result in the imposition of a tax upon any such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any such REMIC or the assets therein, or causing any such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the Securities Administrator and the Master Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to such REMIC, and no such Person shall take any such action or cause such REMIC to take any such action as to which the Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, the Trustee shall sign and the Securities Administrator shall file, federal tax returns and appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall forward to the Trustee for distribution to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and furnish to the Trustee for distribution to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer. (h) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of each REMIC, an application on IRS Form SS-4. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned for each REMIC, shall promptly forward copies of such notices to the Trustee, the Master Servicer and the Depositor. The Securities Administrator will file an IRS Form 8811 for the REMICs created hereunder. The Trustee shall sign such forms referred to in this Section 10.01(h) as may be required under applicable law. (i) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on the related REMIC by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Securities Administrator shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (j) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC on a calendar year and on an accrual basis. (k) No additional contributions of assets shall be made to any REMIC, except as expressly provided in this Agreement with respect to Qualified Substitute Mortgage Loans and any contributions from the Funding Account as provided for in Section 5.06 hereof. (l) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which any REMIC will receive a fee or other compensation for services. (m) Upon the request of any Rating Agency, the Securities Administrator shall deliver to such Rating Agency an Officer’s Certificate stating the Securities Administrator’s compliance with the provisions of this Section 10.01. (n) The Trustee shall provide the Securities Administrator such information as the Securities Administrator may reasonably request in connection with its responsibilities under this Section 10.01.