Common use of REMIC and Grantor Trust Related Covenants Clause in Contracts

REMIC and Grantor Trust Related Covenants. For as long as any REMIC created hereunder shall exist, the Trustee, the Securities Administrator, the Depositor and the Master Servicer shall act in accordance herewith to assure continuing treatment of each REMIC created hereunder as a REMIC and each grantor trust created hereunder as a “grantor trust” within the meaning of the Code and related regulations and avoid the imposition of tax on any REMIC or grantor trust created hereunder. In particular: (a) Neither the Securities Administrator nor the Trustee shall create, or permit the creation of, any “interests” in any REMIC created hereunder within the meaning of Code Section 860D(a)(2) other than the interests represented by the Residual Certificate, the Upper-Tier Regular Interests and the Uncertificated Lower-Tier Interests. (b) Except as otherwise provided in the Code, (i) the Depositor and the Master Servicer shall not contribute to the Trust Estate and the Trustee shall not accept property unless substantially all of the property held in each REMIC constitutes either “qualified mortgages” or “permitted investments” as defined in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be contributed, or deemed contributed, to any REMIC created hereunder after the start-up day unless such contribution would not subject the Trust Estate to the 100% tax on contributions to a REMIC created hereunder after the start-up day of such REMIC imposed by Code Section 860G(d). (c) Neither the Securities Administrator, on behalf of the Trust Estate or the Trustee, nor the Trustee shall accept on behalf of any REMIC created hereunder any fee or other compensation for services and none of the Securities Administrator, the Trustee or the Master Servicer shall knowingly accept, on behalf of the Trust Estate any income from assets other than those permitted to be held by a REMIC. (d) Neither the Securities Administrator, on behalf of the Trust Estate or the Trustee, nor the Trustee shall sell or permit the sale of all or any portion of the Mortgage Loans (other than in accordance with Sections 2.02 or 2.04), unless such sale is pursuant to a “qualified liquidation” of the applicable REMIC as defined in Code Section 860F(a)(4)(A) and in accordance with Article X. (e) The Securities Administrator shall maintain books with respect to the Trust and each REMIC created hereunder on a calendar year taxable year basis and on an accrual basis. (f) None of the Master Servicer, the Securities Administrator or the Trustee shall engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)), except that, with the prior written consent of the Master Servicer and the Depositor, the Securities Administrator may engage in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and (d); provided that the Master Servicer shall have delivered to the Securities Administrator an Opinion of Counsel to the effect that such transaction will not result in the imposition of a tax on any REMIC created hereunder and will not disqualify any such REMIC from treatment as a REMIC; and, provided further, that the Master Servicer shall have demonstrated to the satisfaction of the Securities Administrator that such action will not adversely affect the rights of the Holders of the Certificates and the Securities Administrator and that such action will not adversely impact the rating of the Certificates. None of the Master Servicer, the Securities Administrator, the Trustee or any Servicer shall, unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable, permit any modification with respect to any Mortgage Loan that would (i) change the Mortgage Interest Rate, defer or forgive the payment thereof of any principal or interest payments, reduce the Stated Principal Balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, (ii) affect adversely the status of any REMIC as a REMIC or (iii) cause any REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions. Further, none of the Master Servicer, the Securities Administrator, the Trustee or any Servicer shall permit any modification with respect to any Mortgage Loan that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G 2(b) of the Treasury regulations and (y) cause any REMIC constituting part of the Trust Estate to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the Start-up Day under the REMIC Provisions.

REMIC and Grantor Trust Related Covenants. For as long as the Trust REMIC or any REMIC grantor trust created hereunder shall exist, the Trustee, the Securities Administrator, Trustee and the Depositor and the Master Servicer shall act in accordance herewith to assure continuing treatment of each the Trust REMIC created hereunder as a REMIC and each grantor trust created hereunder as a “grantor trust” within the meaning of the Code and related regulations and to avoid the imposition of United States federal income tax on any the Trust REMIC or any grantor trust created hereunder. In particular: (a) Neither the Securities Administrator nor the The Trustee shall not create, or permit the creation of, any “interests” in any the Trust REMIC created hereunder within the meaning of Code Section 860D(a)(2) other than the interests represented by the Residual Certificate, the UpperClass A-Tier Regular Interests R Certificate and the Uncertificated Lower-Tier REMIC 1 Regular Interests. (b) Except as otherwise provided in the Code, (i) the Depositor and the Master Servicer shall not contribute to the Trust Estate Fund and the Trustee shall not accept property unless substantially all of the property held in each the Trust REMIC constitutes either “qualified mortgages” or “permitted investments” as defined in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be contributed, or deemed contributed, to any the Trust REMIC created hereunder after the start-up day unless such contribution would not subject the Trust Estate Fund to the 100% tax on contributions to a the Trust REMIC created hereunder after the start-up day Startup Day of such Trust REMIC imposed by Code Section 860G(d). (c) Neither the Securities Administrator, The Trustee shall not accept on behalf of the Trust Estate or the Trustee, nor the Trustee shall accept on behalf of any REMIC created hereunder any fee or other compensation for services services, and none of the Securities Administrator, the Trustee or the Master Servicer shall not knowingly accept, on behalf of the Trust Estate Fund any income from assets other than those permitted to be held by a REMIC. (d) Neither the Securities Administrator, on behalf of the Trust Estate or the Trustee, nor the The Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans Certificates (other than in accordance with Sections 2.02 2.05 or 2.047.02), unless such sale is pursuant to a “qualified liquidation” of the applicable Trust REMIC as defined in Code Section 860F(a)(4)(A) and in accordance with Article X.VII. (e) The Securities Administrator Trustee shall maintain books with respect to the Trust Fund and each the Trust REMIC created hereunder on a calendar year taxable year basis and on an accrual basis. (f) None of the Master Servicer, the Securities Administrator or the The Trustee shall not engage in a “prohibited transaction” (as defined in Code Section 860F(a)(2)) or accept a contribution after the Startup Day (within the meaning of Code Section 860G), except that, with the prior written consent of the Master Servicer and the Depositor, the Securities Administrator Trustee may engage in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and (d); provided that the Master Servicer Depositor shall have delivered to the Securities Administrator Trustee an Opinion of Counsel to the effect that such transaction will not result in the imposition of a United States federal income tax on the Trust REMIC or any REMIC grantor trust created hereunder and will not disqualify any such the Trust REMIC from treatment as a REMICREMIC for United States federal income tax purposes or disqualify the Exchangeable Certificates Grantor Trust from treatment as one or more grantor trusts for United States federal income tax purposes; and, provided provided, further, that the Master Servicer Depositor shall have demonstrated to the satisfaction of the Securities Administrator Trustee that such action will not adversely affect the rights of the Holders of the Certificates Certificateholders and the Securities Administrator Trustee and that such action will not adversely impact the rating of the Certificates. None of the Master Servicer, the Securities Administrator, the Trustee or any Servicer shall, unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable, permit any modification with respect to any Mortgage Loan that would (i) change the Mortgage Interest Rate, defer or forgive the payment thereof of any principal or interest payments, reduce the Stated Principal Balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, (ii) affect adversely the status of any REMIC as a REMIC or (iii) cause any REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions. Further, none of the Master Servicer, the Securities Administrator, the Trustee or any Servicer shall permit any modification with respect to any Mortgage Loan that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G 2(b) of the Treasury regulations and (y) cause any REMIC constituting part of the Trust Estate to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the Start-up Day under the REMIC Provisions.