Federal Information Returns and Reports to Certificateholders; REMIC Administration; Grantor Trust Administration. (a) For federal income tax purposes, the taxable year of each of REMIC I, REMIC II and REMIC III shall be a calendar year and the Securities Administrator shall maintain or cause the maintenance of the books of each such REMIC on the accrual method of accounting. (b) The Securities Administrator shall prepare and file or cause to be filed with the Internal Revenue Service, and the Trustee shall sign, federal tax information returns or elections required to be made hereunder with respect to each of REMIC I, REMIC II and REMIC III, the Trust Fund, if applicable, and the Certificates containing such information and at the times and in the manner as may be required by the Code or applicable Treasury regulations, and shall furnish to each Holder of Certificates at any time during the calendar year for which such returns or reports are made such statements or information at the times and in the manner as may be required thereby, including, without limitation, reports relating to interest, original issue discount and market discount or premium (using a constant prepayment assumption of 25% CPR for the Mortgage Loans). The Securities Administrator will apply for an Employee Identification Number from the IRS under Form SS-4 or any other acceptable method for all tax entities. In connection with the foregoing, the Securities Administrator shall timely prepare and file, and the Trustee shall sign, IRS Form 8811, which shall provide the name and address of the person who can be contacted to obtain information required to be reported to the holders of regular interests in each of REMIC I, REMIC II and REMIC III (the “REMIC Reporting Agent”). The Trustee shall make elections to treat each of REMIC I, REMIC II and REMIC III as a REMIC (which elections shall apply to the taxable period ending December 31, 2005 and each calendar year thereafter) in such manner as the Code or applicable Treasury regulations may prescribe, and as described by the Securities Administrator. The Trustee shall sign all tax information returns filed pursuant to this Section and any other returns as may be required by the Code. The Holder of the Class R-I Certificate is hereby designated as the “Tax Matters Person” (within the meaning of Treas. Reg. §§1.860F-4(d)) for REMIC I, the Holder of the Class R-II Certificate is hereby designated as the “Tax Matters Person” for REMIC II and the Holder of the Class R-III Certificate is hereby designated as the “Tax Matters Person” for REMIC III. The Securities Administrator is hereby designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual Certificate will by acceptance thereof appoint the Securities Administrator as agent and attorney-in-fact for the purpose of acting as Tax Matters Person for each of REMIC I, REMIC II and REMIC III during such time as the Securities Administrator does not own any such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other statements, or the Securities Administrator from acting as agent for the Tax Matters Person, the Trustee and the Securities Administrator shall take whatever action that in its sole good faith judgment is necessary for the proper filing of such information returns or for the provision of a tax matters person, including designation of the Holder of a Residual Certificate to sign such returns or act as tax matters person. Each Holder of a Residual Certificate shall be bound by this Section. (c) The Securities Administrator shall provide upon request and receipt of reasonable compensation, such information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue Service, to any Person purporting to transfer a Residual Certificate to a Person other than a transferee permitted by Section 5.05(b), and to any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or nominee holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any record holder of which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute to be an entity with a disqualified member). (d) The Securities Administrator shall prepare and file or cause to be filed, and the Trustee shall sign, any state income tax returns required under Applicable State Law with respect to each of REMIC I, REMIC II and REMIC III or the Trust Fund. (e) Notwithstanding any other provision of this Agreement, the Trustee and the Securities Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount on the Mortgage Loans, that the Trustee or the Securities Administrator reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee or the Securities Administrator withholds any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee or the Securities Administrator shall, together with its monthly report to such Certificateholders, indicate such amount withheld. (f) The Trustee and the Securities Administrator agree to indemnify the Trust Fund and the Depositor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the Trustee's covenants and the Securities Administrator's covenants, respectively, set forth in this Section 9.12; provided, however, such liability and obligation to indemnify in this paragraph shall not be joint and several and neither the Trustee nor the Securities Administrator shall be liable or be obligated to indemnify the Trust Fund for the failure by the other to perform any duty under this Agreement or the breach by the other of any covenant in this Agreement. (g) The Securities Administrator shall perform its obligations set forth under Section 7.12 of the Grantor Trust Agreement regarding the preparation and filing of tax returns for the Grantor Trust. The Securities Administrator shall indemnify the Grantor Trust and the Sellers for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Grantor Trust or the Sellers as a result of a breach of the Securities Administrator’s obligations set forth under Section 7.12 of the Grantor Trust Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investor Trust Series MLCC 2005-3), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investor Trust Series MLCC 2005-3)
Federal Information Returns and Reports to Certificateholders; REMIC Administration; Grantor Trust Administration. (a) For federal income tax purposes, the taxable year of each of 2006-AR1 REMIC I, REMIC II and REMIC III shall be a calendar year and the Securities Administrator Trustee shall maintain or cause the maintenance of the books of each such 2006-AR1 REMIC on the accrual method of accounting.
(b) The Securities Administrator Trustee shall prepare and file or cause to be filed with the Internal Revenue Service, and the Trustee shall upon the written instruction of the Trustee sign, federal Federal tax information returns or elections required to be made hereunder with respect to each of REMIC I, REMIC II and REMIC III2006-AR1 REMIC, the Trust Fund, if applicable, and the Certificates containing such information and at the times and in the manner as may be required by the Code or applicable Treasury regulations, and the Trustee shall furnish to each Holder of Certificates at any time during the calendar year for which such returns or reports are made such statements or information at the times and in the manner as may be required thereby, including, without limitation, reports relating to mortgaged property that is abandoned or foreclosed, receipt of mortgage interests in kind in a trade or business, a cancellation of indebtedness, interest, original issue discount and market discount or premium (using a constant prepayment assumption of 25% CPR for the Mortgage LoansCPR). The Securities Administrator Trustee will apply for an Employee Identification Number from the IRS under Form SS-4 or any other acceptable method for all tax entities. In connection with the foregoing, the Securities Administrator Trustee shall timely prepare and file, and the Trustee shall upon the written instruction of the Trustee sign, IRS Form 8811, which shall provide the name and address of the person who can be contacted to obtain information required to be reported to the holders of regular interests in each of 2006-AR1 REMIC I, REMIC II and REMIC III (the “REMIC Reporting Agent”). The Trustee shall make elections to treat each of 2006-AR1 REMIC I, REMIC II and REMIC III as a REMIC (which elections shall apply to the taxable period ending December 31, 2005 2006 and each calendar year thereafter) in such manner as the Code or applicable Treasury regulations may prescribe, and as described by the Securities AdministratorTrustee. The Trustee shall sign all tax information returns filed pursuant to this Section and any other returns as may be required by the Code. The Holder of the largest percentage interest in the Class R Certificates is hereby designated as the “Tax Matters Person” (within the meaning of Treas. Reg. §§1.860F-4(d)) for each of REMIC I and REMIC II. The Holder of the largest percentage interest in the Class R-I Certificate X Certificates is hereby designated as the “Tax Matters Person” (within the meaning of Treas. Reg. §§1.860F-4(d)) for REMIC I, the Holder of the Class R-II Certificate is hereby designated as the “Tax Matters Person” for REMIC II and the Holder of the Class R-III Certificate is hereby designated as the “Tax Matters Person” for REMIC III. The Securities Administrator Trustee is hereby designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual Certificate will by acceptance thereof appoint the Securities Administrator Trustee as agent and attorney-in-fact for the purpose of acting as Tax Matters Person for each of 2006-AR1 REMIC I, REMIC II and REMIC III during such time as the Securities Administrator Trustee does not own any such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other statements, or the Securities Administrator Trustee from acting as agent for the Tax Matters Person, the Trustee and the Securities Administrator shall take whatever action that in its sole good faith judgment is necessary for the proper filing of such information returns or for the provision of a tax matters person, including designation of the Holder of the largest percentage interest in a Residual Certificate to sign such returns or act as tax matters person. Each Holder of a Residual Certificate shall be bound by this Section.
(c) The Securities Administrator Trustee shall provide upon request and receipt of reasonable compensation, such information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue Service, to any Person purporting to transfer a Residual Certificate to a Person other than a transferee permitted by Section 5.05(b), and to any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or nominee holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any record holder of which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute to be an entity with a disqualified member).
(d) The Securities Administrator Trustee shall prepare and file or cause to be filed, and the Trustee shall sign, any state income tax returns required under Applicable State Law with respect to each of REMIC I, REMIC II and REMIC III or the Trust Fund.
(e) Notwithstanding any other provision of this Agreement, the Trustee and the Securities Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount on the Mortgage Loans, that the Trustee or the Securities Administrator reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee or the Securities Administrator withholds any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee or the Securities Administrator shall, together with its monthly report to such Certificateholders, indicate such amount withheld.
(f) The Trustee and the Securities Administrator agree agrees to indemnify the Trust Fund and the Depositor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the Trustee's ’s covenants and the Securities Administrator's covenants, respectively, set forth in this Section 9.12; provided, however, such liability and obligation to indemnify in this paragraph shall not be joint and several and neither the Trustee nor the Securities Administrator shall be liable or be obligated to indemnify the Trust Fund for the failure by the other to perform any duty under this Agreement or the breach by the other of any covenant in this Agreement.
(g) The Securities Administrator Trustee shall perform its obligations set forth under Section 7.12 of the Grantor Trust Agreement regarding the preparation and filing of tax returns for the Grantor Trust. The Securities Administrator Trustee shall indemnify the Grantor Trust and the Sellers Sponsor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Grantor Trust or the Sellers Depositor as a result of a breach of the Securities AdministratorTrustee’s obligations set forth under Section 7.12 of the Grantor Trust Agreement.
Appears in 2 contracts
Samples: Grantor Trust Agreement (GreenPoint Mortgage Funding Trust 2005-Ar1), Pooling and Servicing Agreement (GreenPoint Mortgage Funding Trust 2005-Ar1)
Federal Information Returns and Reports to Certificateholders; REMIC Administration; Grantor Trust Administration. (a) For federal income tax purposes, the taxable year of each of REMIC I, REMIC II and REMIC III shall be a calendar year and the Securities Administrator shall maintain or cause the maintenance of the books of each such REMIC on the accrual method of accounting.
(bi) The Securities Administrator shall prepare and file or cause to be filed with the Internal Revenue Service, and the Trustee shall sign, federal Federal tax information returns or elections required to be made hereunder with respect to each of REMIC I, REMIC II and REMIC IIIREMIC, the Trust Fund, if applicable, and the Certificates Certificates, containing such information and at the times and in the manner as may be required by the Code or applicable Treasury regulations, and shall furnish to each Holder of Certificates at any time during the calendar year for which such returns or reports are made such statements or information at the times and in the manner as may be required thereby, including, without limitation, reports relating to interest, original issue discount and market discount or premium (using a constant prepayment assumption of 2520% CPR for the Mortgage LoansCPR). The Securities Administrator will shall apply for an Employee Identification Number from the IRS under Form SS-4 or any other acceptable method for all tax entities. In connection with the foregoing, the Securities Administrator shall timely prepare and file, and the Trustee shall sign, IRS Form 8811, and updated versions thereof, as required, which shall provide the name and address of the person who can be contacted to obtain information required to be reported to the holders of regular interests in each of REMIC I, REMIC II and REMIC III (the “REMIC Reporting Agent”)REMIC. The Trustee shall make elections to treat each of REMIC I, REMIC II and REMIC III hereunder as a REMIC (which elections shall apply to the taxable period ending December 31, 2005 2004 and each calendar year thereafter) in such manner as the Code or applicable Treasury regulations may prescribeprescribe (and, if applicable, under applicable state and local law), and as described by the Securities Administrator. The Trustee shall sign all tax information returns filed pursuant to this Section 9.12 and any other returns as may be required by the Code. The Holder of the largest percentage interest of the Class R-I Certificate is hereby designated as the “"Tax Matters Person” " (within the meaning of Treas. Reg. §§1.860F-4(dss.1.860F-4(d)) for REMIC I, the Holder of the largest percentage interest of the Class R-II Certificate is hereby designated as the “"Tax Matters Person” " (within the meaning of Treas. Reg. ss. 1.860F-4(d)) for REMIC II II, and the Holder of the largest percentage interest of the Class R-III Certificate is hereby designated as the “"Tax Matters Person” " (within the meaning of Treas. Reg. ss. 1.860F-4(d)) for REMIC III. The Securities Administrator is hereby designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual Certificate will by acceptance thereof appoint the Securities Administrator as agent and attorney-in-fact for the purpose of acting as Tax Matters Person for each of REMIC I, REMIC II and REMIC III during such time as the Securities Administrator does not own any such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other statements, or the Securities Administrator from acting as agent for the Tax Matters Person, each of the Trustee and the Securities Administrator shall take whatever action that in its sole good faith judgment is necessary for the proper filing of such information returns or for the provision of a tax matters personTax Matters Person for each REMIC, including designation of the Holder of a Residual Certificate to sign such returns or act as tax matters personTax Matters Person for each REMIC. Each Holder of a Residual Certificate shall be bound by this Section.
(ii) The Securities Administrator shall, to the extent that they are under its control, conduct matters relating to the assets of any REMIC hereunder at all times that any Certificates are outstanding so as to maintain its status as a REMIC under the REMIC Provisions. The Securities Administrator shall not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of any REMIC hereunder. The Securities Administrator shall not permit the creation of any interests in REMIC III other than the Certificates. The Securities Administrator shall not receive any amount representing a fee or other compensation for services (except as otherwise permitted by this Agreement). The Securities Administrator shall not receive any income attributable to any asset which is neither a "qualified mortgage" nor a "permitted investment" within the meaning of the REMIC Provisions. The Securities Administrator shall not receive any contributions to any REMIC hereunder after the Startup Day that would be subject to tax under Section 860G(d) of the Code. The Securities Administrator shall not dispose of any assets of any REMIC hereunder at a gain if such disposition would be a "prohibited transaction" within the meaning of Section 860F(a)(2) of the Code. As agent of each Tax Matters Person, the Securities Administrator shall, as and when necessary and appropriate, represent the related 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 such REMIC, enter into settlement agreements with any governmental taxing agency, extend any statute of limitations relating to any tax item of such REMIC, and otherwise act on behalf of such REMIC in relation to any tax matter or controversy involving it.
(c) The Securities Administrator shall provide provide, upon request and receipt of reasonable compensation, such information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue Service, to any Person purporting to transfer a Residual Certificate to a Person other than a transferee permitted by Section 5.05(b), and to any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or nominee holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, or any record holder of which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute to be an entity with a disqualified member)) and otherwise shall comply with all of the requirements of Section 860E(e) of the Code.
(d) The Securities Administrator shall prepare and file or cause to be filed, and the Trustee shall sign, any state income tax returns required under Applicable State Law with respect to each of REMIC I, REMIC II and REMIC III or the Trust Fund.
(e) Notwithstanding any other provision of this Agreement, the Trustee and the Securities Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount on the Mortgage Loans, that the Trustee or the Securities Administrator reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee or the Securities Administrator withholds any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee or the Securities Administrator shall, together with its monthly report to such Certificateholders, indicate such amount withheld.
(f) The Trustee and the Securities Administrator agree to indemnify the Trust Fund and the Depositor for any taxes and costs costs, including, without limitation, any reasonable attorneys fees fees, imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, Servicer as a result 128 of a breach of the Trustee's covenants and or the Securities Administrator's covenants, respectively, set forth in this Section 9.12; provided, however, such liability and obligation to indemnify in this paragraph shall not be joint and several and neither the Trustee nor the Securities Administrator shall be liable or be obligated to indemnify the Trust Fund for the failure by the other to perform any duty under this Agreement or the breach by the other of any covenant in this Agreement.
(g) The Securities Administrator shall perform its obligations set forth under Section 7.12 of the Grantor Trust Agreement regarding the preparation and filing of tax returns for the Grantor Trust. The Securities Administrator shall indemnify the Grantor Trust and the Sellers Seller for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Grantor Trust or the Sellers Depositor as a result of a breach of the Securities Administrator’s 's obligations set forth under Section 7.12 of the Grantor Trust Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments II Trust 2004-Ar6), Pooling and Servicing Agreement (Structured Asset Mortgage Investments II Trust 2004-Ar6)
Federal Information Returns and Reports to Certificateholders; REMIC Administration; Grantor Trust Administration. (a) For federal income tax purposes, the taxable year of each of 2006-AR2 REMIC I, REMIC II and REMIC III shall be a calendar year and the Securities Administrator Trustee shall maintain or cause the maintenance of the books of each such 2006-AR2 REMIC on the accrual method of accounting.
(b) The Securities Administrator Trustee shall prepare and file or cause to be filed with the Internal Revenue Service, and the Trustee shall upon the written instruction of the Trustee sign, federal Federal tax information returns or elections required to be made hereunder with respect to each of REMIC I, REMIC II and REMIC III2006-AR2 REMIC, the Trust Fund, if applicable, and the Certificates containing such information and at the times and in the manner as may be required by the Code or applicable Treasury regulations, and the Trustee shall furnish to each Holder of Certificates at any time during the calendar year for which such returns or reports are made such statements or information at the times and in the manner as may be required thereby, including, without limitation, reports relating to mortgaged property that is abandoned or foreclosed, receipt of mortgage interests in kind in a trade or business, a cancellation of indebtedness, interest, original issue discount and market discount or premium (using a constant prepayment assumption of 25% CPR for the Mortgage LoansCPR). The Securities Administrator Trustee will apply for an Employee Identification Number from the IRS under Form SS-4 or any other acceptable method for all tax entities. In connection with the foregoing, the Securities Administrator Trustee shall timely prepare and file, and the Trustee shall upon the written instruction of the Trustee sign, IRS Form 8811, which shall provide the name and address of the person who can be contacted to obtain information required to be reported to the holders of regular interests in each of 2006-AR2 REMIC I, REMIC II and REMIC III (the “REMIC Reporting Agent”). The Trustee shall make elections to treat each of 2006-AR2 REMIC I, REMIC II and REMIC III as a REMIC (which elections shall apply to the taxable period ending December 31, 2005 2006 and each calendar year thereafter) in such manner as the Code or applicable Treasury regulations may prescribe, and as described by the Securities AdministratorTrustee. The Trustee shall sign all tax information returns filed pursuant to this Section and any other returns as may be required by the Code. The Holder of the largest percentage interest in the Class R Certificates is hereby designated as the “Tax Matters Person” (within the meaning of Treas. Reg. §§1.860F-4(d)) for each of REMIC I, REMIC II and REMIC III. The Holder of the largest percentage interest in the Class R-I Certificate X Certificates is hereby designated as the “Tax Matters Person” (within the meaning of Treas. Reg. §§1.860F-4(d)) for REMIC I, the Holder of the Class R-II Certificate is hereby designated as the “Tax Matters Person” for REMIC II and the Holder of the Class R-III Certificate is hereby designated as the “Tax Matters Person” for REMIC IIIIV. The Securities Administrator Trustee is hereby designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual Certificate will by acceptance thereof appoint the Securities Administrator Trustee as agent and attorney-in-fact for the purpose of acting as Tax Matters Person for each of 2006-AR2 REMIC I, REMIC II and REMIC III during such time as the Securities Administrator Trustee does not own any such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other statements, or the Securities Administrator Trustee from acting as agent for the Tax Matters Person, the Trustee and the Securities Administrator shall take whatever action that in its sole good faith judgment is necessary for the proper filing of such information returns or for the provision of a tax matters person, including designation of the Holder of the largest percentage interest in a Residual Certificate to sign such returns or act as tax matters person. Each Holder of a Residual Certificate shall be bound by this Section.
(c) The Securities Administrator Trustee shall provide upon request and receipt of reasonable compensation, such information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue Service, to any Person purporting to transfer a Residual Certificate to a Person other than a transferee permitted by Section 5.05(b), and to any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or nominee holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any record holder of which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute to be an entity with a disqualified member).
(d) The Securities Administrator Trustee shall prepare and file or cause to be filed, and the Trustee shall sign, any state income tax returns required under Applicable State Law with respect to each of 2006- AR2 REMIC I, REMIC II and REMIC III or the Trust Fund.
(e) Notwithstanding any other provision of this Agreement, the Trustee and the Securities Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount on the Mortgage Loans, that the Trustee or the Securities Administrator reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee or the Securities Administrator withholds any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee or the Securities Administrator shall, together with its monthly report to such Certificateholders, indicate such amount withheld.
(f) The Trustee and the Securities Administrator agree agrees to indemnify the Trust Fund and the Depositor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the Trustee's ’s covenants and the Securities Administrator's covenants, respectively, set forth in this Section 9.12; provided, however, such liability and obligation to indemnify in this paragraph shall not be joint and several and neither the Trustee nor the Securities Administrator shall be liable or be obligated to indemnify the Trust Fund for the failure by the other to perform any duty under this Agreement or the breach by the other of any covenant in this Agreement.
(g) The Securities Administrator Trustee shall perform its obligations set forth under Section 7.12 of the Grantor Trust Agreement regarding the preparation and filing of tax returns for the Grantor Trust. The Securities Administrator Trustee shall indemnify the Grantor Trust and the Sellers Sponsor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Grantor Trust or the Sellers Depositor as a result of a breach of the Securities AdministratorTrustee’s obligations set forth under Section 7.12 of the Grantor Trust Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Mortage Funding Trust 2006-Ar2), Grantor Trust Agreement (Bear Stearns Mortage Funding Trust 2006-Ar2)
Federal Information Returns and Reports to Certificateholders; REMIC Administration; Grantor Trust Administration. (a) For federal income tax purposes, the taxable year of each of 2006-AR3 REMIC I, REMIC II and REMIC III shall be a calendar year and the Securities Administrator Trustee shall maintain or cause the maintenance of the books of each such 2006-AR3 REMIC on the accrual method of accounting.
(b) The Securities Administrator Trustee shall prepare and file or cause to be filed with the Internal Revenue Service, and the Trustee shall upon the written instruction of the Trustee sign, federal Federal tax information returns or elections required to be made hereunder with respect to each of REMIC I, REMIC II and REMIC III2006-AR3 REMIC, the Trust Fund, if applicable, and the Certificates containing such information and at the times and in the manner as may be required by the Code or applicable Treasury regulations, and the Trustee shall furnish to each Holder of Certificates at any time during the calendar year for which such returns or reports are made such statements or information at the times and in the manner as may be required thereby, including, without limitation, reports relating to mortgaged property that is abandoned or foreclosed, receipt of mortgage interests in kind in a trade or business, a cancellation of indebtedness, interest, original issue discount and market discount or premium (using assuming a constant rate of prepayment assumption on the mortgage loans of 25% CPR for the Mortgage Loans%). The Securities Administrator Trustee will apply for an Employee Identification Number from the IRS under Form SS-4 or any other acceptable method for all tax entities. In connection with the foregoing, the Securities Administrator Trustee shall timely prepare and file, and the Trustee shall upon the written instruction of the Trustee sign, IRS Form 8811, which shall provide the name and address of the person who can be contacted to obtain information required to be reported to the holders of regular interests in each of 2006-AR3 REMIC I, REMIC II and REMIC III (the “"REMIC Reporting Agent”"). The Trustee shall make elections to treat each of 2006-AR3 REMIC I, REMIC II and REMIC III as a REMIC (which elections shall apply to the taxable period ending December 31, 2005 2006 and each calendar year thereafter) in such manner as the Code or applicable Treasury regulations may prescribe, and as described by the Securities AdministratorTrustee. The Trustee shall sign all tax information returns filed pursuant to this Section and any other returns as may be required by the Code. The Holder of the largest percentage interest in the Class R-I Certificate R Certificates is hereby designated as the “"Tax Matters Person” " (within the meaning of Treas. Reg. §§1.860F-4(d)) for each of REMIC I, REMIC II and REMIC III. The Holder of the largest percentage interest in the Class R-X Certificates is hereby designated as the "Tax Matters Person" (within the meaning of Treas. Reg. §§1.860F-4(d)) for REMIC I, the Holder of the Class R-II Certificate is hereby designated as the “Tax Matters Person” for REMIC II and the Holder of the Class R-III Certificate is hereby designated as the “Tax Matters Person” for REMIC IIIIV. The Securities Administrator Trustee is hereby designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual Certificate will by acceptance thereof appoint the Securities Administrator Trustee as agent and attorney-in-fact for the purpose of acting as Tax Matters Person for each of 2006-AR3 REMIC I, REMIC II and REMIC III during such time as the Securities Administrator Trustee does not own any such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other statements, or the Securities Administrator Trustee from acting as agent for the Tax Matters Person, the Trustee and the Securities Administrator shall take whatever action that in its sole good faith judgment is necessary for the proper filing of such information returns or for the provision of a tax matters person, including designation of the Holder of the largest percentage interest in a Residual Certificate to sign such returns or act as tax matters person. Each Holder of a Residual Certificate shall be bound by this Section.
(c) The Securities Administrator Trustee shall provide upon request and receipt of reasonable compensation, such information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue Service, to any Person purporting to transfer a Residual Certificate to a Person other than a transferee permitted by Section 5.05(b), and to any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or nominee holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any record holder of which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute to be an entity with a disqualified member).
(d) The Securities Administrator Trustee shall prepare and file or cause to be filed, and the Trustee shall sign, any state income tax returns required under Applicable State Law with respect to each of 2006- AR3 REMIC I, REMIC II and REMIC III or the Trust Fund.
(e) Notwithstanding any other provision of this Agreement, the Trustee and the Securities Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount on the Mortgage Loans, that the Trustee or the Securities Administrator reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee or the Securities Administrator withholds any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee or the Securities Administrator shall, together with its monthly report to such Certificateholders, indicate such amount withheld.
(f) The Trustee and the Securities Administrator agree agrees to indemnify the Trust Fund and the Depositor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the Trustee's covenants and the Securities Administrator's covenants, respectively, set forth in this Section 9.12; provided, however, such liability and obligation to indemnify in this paragraph shall not be joint and several and neither the Trustee nor the Securities Administrator shall be liable or be obligated to indemnify the Trust Fund for the failure by the other to perform any duty under this Agreement or the breach by the other of any covenant in this Agreement.
(g) The Securities Administrator Trustee shall perform its obligations set forth under Section 7.12 of the Grantor Trust Agreement regarding the preparation and filing of tax returns for the Grantor Trust. The Securities Administrator Trustee shall indemnify the Grantor Trust and the Sellers Sponsor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Grantor Trust or the Sellers Depositor as a result of a breach of the Securities Administrator’s Trustee's obligations set forth under Section 7.12 of the Grantor Trust Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2006-Ar3), Grantor Trust Agreement (Bear Stearns Mortgage Funding Trust 2006-Ar3)
Federal Information Returns and Reports to Certificateholders; REMIC Administration; Grantor Trust Administration. (a) For federal income tax purposes, the taxable year of each of 2007-AR5 REMIC I, REMIC II and REMIC III shall be a calendar year and the Securities Administrator Trustee shall maintain or cause the maintenance of the books of each such 2007-AR5 REMIC on the accrual method of accounting.
(b) It is intended that the portion of the Trust Fund consisting of the Trust's interest in the Corridor Contracts be classified for federal income tax purposes as a grantor trust (the "Corridor Contract Grantor Trust") under subpart E, part I of subchapter J of chapter 1 of the Code, of which the Class II-B-IO Certificateholders are owners, rather than as an association taxable as a corporation. The Securities Administrator powers granted and obligations undertaken in this Agreement shall prepare be construed so as to further such intent.
(i) As of the Closing Date, the Corridor Contract Grantor Trust is not a Widely Held Fixed Investment Trust. Within 10 days after the date, if any, on which the Corridor Contract Grantor Trust becomes a Widely Held Fixed Investment Trust, the Depositor shall notify the Trustee in writing whether the Corridor Contract Grantor Trust is a Widely Held Fixed Investment Trust and if so whether it is a Widely Held Mortgage Trust or a Non-Mortgage Widely Held Fixed Investment Trust. Following the delivery of any such notice the Trustee will report as required under the Widely Held Fixed Investment Trust Regulations to the extent such information as is reasonably necessary to enable the Trustee to do so is provided to the Trustee on a timely basis. To the extent that the Corridor Contract Grantor Trust is a Widely Held Fixed Investment Trust, the Depositor shall provide the Trustee with information identifying the grantor trust interest holders that are "middlemen" as defined by the Widely Held Fixed Investment Trust Regulations. The Trustee will not be liable for any tax reporting penalties that may arise under the Widely Held Fixed Investment Trust Regulations as a result of the Depositor incorrectly determining the status of the Corridor Contract Grantor Trust as a Widely Held Fixed Investment Trust or failing to identify whether or not the Corridor Contract Grantor Trust is a Widely Held Fixed Investment Trust.
(ii) The Trustee, in its discretion, will report required Widely Held Fixed Investment Trust information using either the cash or accrual method, except to the extent the Widely Held Fixed Investment Trust Regulations specifically require a different method. The Trustee will be under no obligation to determine whether any interest holder in the Corridor Contract Grantor Trust uses the cash or accrual method. The Trustee will make available Widely Held Fixed Investment Trust information to holders annually. In addition, the Trustee will not be responsible or liable for providing subsequently amended, revised or updated information to any interest holder in the Corridor Contract Grantor Trust, unless requested by such holder.
(iii) The Trustee shall not be liable for failure to meet the reporting requirements of the Widely Held Fixed Investment Trust Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Trustee, (ii) incomplete, inaccurate or untimely information being provided to the Trustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the Widely Held Fixed Investment Trust Regulations for the 2007 calendar year. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a Widely Held Fixed Investment Trust, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Trustee with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Trustee will assume there is no secondary market trading of Widely Held Fixed Investment Trust interests.
(iv) To the extent required by the Widely Held Fixed Investment Trust Regulations, the Trustee will use reasonable efforts to publish on an appropriate website the CUSIPs for the certificates that represent ownership of a Widely Held Fixed Investment Trust. The CUSIPs so published will represent the Rule 144A CUSIPs. The Trustee will not publish any associated Regulation S CUSIPs. The Trustee will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Trustee will use a reasonable identifier number in lieu of a CUSIP. The Trustee will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.
(v) The Trustee shall have no obligation to monitor whether the Corridor Contract Grantor Trust has become a Widely Held Fixed Investment Trust following the Closing Date, and shall report under the Widely Held Fixed Investment Trust Regulations only to the extent it receives written notice of the same.
(vi) The Trustee shall be entitled to additional reasonable compensation for changes in reporting required in respect of the Widely Held Fixed Investment Trust Regulations that arise as a result of (i) the failure of the Depositor to timely inform the Trustee of the designation of the Corridor Contract Grantor Trust as a Widely Held Fixed Investment Trust, (ii) the Corridor Contract Grantor Trust becoming a Widely Held Fixed Investment Trust after the Closing Date (if compensation is not already provided for this contingency) or (iii) a change in the Widely Held Fixed Investment Trust Regulations or a change in interpretation of the Widely Held Fixed Investment Trust Regulations by the IRS or the Depositor or its counsel, if such change requires, in the Trustee's reasonable discretion, a material increase in the Trustee's reporting obligations in respect of the Corridor Contract Grantor Trust.
(c) The Trustee shall prepare, sign and file or cause to be filed with the Internal Revenue Service, and the Trustee shall sign, federal IRS all Federal tax information returns or elections required to be made hereunder with respect to each of REMIC I, REMIC II and REMIC III2007-AR5 REMIC, the Trust Fund, if applicable, Fund (including the portion of the Trust Fund classified as a grantor trust as noted in Section 9.12(b)) and the Certificates containing such information and at the times and in the manner as may be required by the Code or applicable Treasury regulations, and the Trustee shall furnish to each Holder of Certificates at any time during the calendar year for which such returns or reports are made such statements or information at the times and in the manner as may be required thereby, including, without limitation, reports relating to mortgaged property that is abandoned or foreclosed, receipt of mortgage interests in kind in a trade or business, a cancellation of indebtedness, interest, original issue discount and market discount or premium (using assuming a constant rate of prepayment assumption on the Mortgage Loans of 25% CPR for the Mortgage Loans%). The Securities Administrator Trustee will apply for an Employee Identification Number from the IRS under Form SS-4 or any other acceptable method for all tax entitiesentities (including each 2007-AR5 REMIC and the portion of the Trust Fund classified as a grantor trust as noted in Section 9.12(b)). In connection with the foregoing, the Securities Administrator Trustee shall timely prepare and file, and the Trustee shall upon the written instruction of the Trustee sign, IRS Form 8811, which shall provide the name and address of the person who can be contacted to obtain information required to be reported to the holders of regular interests in each of 2007-AR5 REMIC I, REMIC II and REMIC III (the “"REMIC Reporting Agent”"). The Trustee shall make elections to treat each of 2007-AR5 REMIC I, REMIC II and REMIC III as a REMIC and the portion of the Trust Fund consisting of the Trust's interest in the Corridor Contracts as a grantor trust (which elections shall apply to the taxable period ending December 31, 2005 2007 and each calendar year thereafter) in such manner as the Code or applicable Treasury regulations may prescribe, and as described by the Securities AdministratorTrustee. The Trustee shall sign all tax information returns filed pursuant to this Section and any other returns as may be required by the Code. The Holder of the largest percentage interest in the Class R-I Certificate R Certificates is hereby designated as the “"Tax Matters Person” " (within the meaning of Treas. Reg. §§1.860F-4(d)) for each of REMIC I, REMIC II and REMIC III. The Holder of the largest percentage interest in the Class R-X Certificates is hereby designated as the "Tax Matters Person" (within the meaning of Treas. Reg. §§1.860F-4(d)) for REMIC I, the Holder of the Class R-II Certificate is hereby designated as the “Tax Matters Person” for REMIC II and the Holder of the Class R-III Certificate is hereby designated as the “Tax Matters Person” for REMIC IIIIV. The Securities Administrator Trustee is hereby designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual Certificate will by acceptance thereof appoint the Securities Administrator Trustee as agent and attorney-in-fact for the purpose of acting as Tax Matters Person for each of 2007-AR5 REMIC I, REMIC II and REMIC III during such time as the Securities Administrator Trustee does not own any such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other statements, or the Securities Administrator Trustee from acting as agent for the Tax Matters Person, the Trustee and the Securities Administrator shall take whatever action that in its sole good faith judgment is necessary for the proper filing of such information returns or for the provision of a tax matters person, including designation of the Holder of the largest percentage interest in a Residual Certificate to sign such returns or act as tax matters person. Each Holder of a Residual Certificate shall be bound by this Section.
(cd) The Securities Administrator Trustee shall provide upon request and receipt of reasonable compensation, such information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue ServiceIRS, to any Person purporting to transfer a Residual Certificate to a Person other than a transferee permitted by Section 5.05(b), and to any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or nominee holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any record holder of which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute to be an entity with a disqualified member).
(de) The Securities Administrator Trustee shall prepare and file or cause to be filed, and the Trustee shall sign, any state income tax returns required under Applicable State Law with respect to each of 2007- AR4 REMIC I, REMIC II and REMIC III or the Trust Fund.
(ef) The Trustee shall request certification acceptable to the Trustee to enable the Trust to make payments on the Class II-B-IO Certificates without withholding or backup withholding taxes. Each Class II-B-IO Certificateholder shall provide the appropriate tax certification requested pursuant to this paragraph and to update or replace such form or certification in accordance with its terms or its subsequent amendments and consents to the delivery by the Trustee to the Corridor Counterparty of any such certification. Such certification may include Form W-8BEN, Form W-8IMY, Form W-9 or Form W-8ECI or any successors to such IRS forms. Any purported sales or transfers of any Class II-B-IO Certificate to a transferee which does not comply with these requirements shall be deemed null and void under this Agreement.
(g) The Trustee, on behalf of the Trust, (i) shall authorize, execute and deliver a IRS Form W-9 or successor applicable form, or other appropriate United States tax forms as may be required to prevent withholding or backup withholding taxes on payments to the Trust under the Corridor Contracts, to the Corridor Counterparty on or before the first payment date under the Corridor Contracts and thereafter prior to the expiration or obsolescence of such form and (ii) shall, if requested by the Corridor Counterparty and permitted to do so by the Class II-B-IO Certificateholders, deliver to the Corridor Counterparty promptly upon receipt each certification received from the Class II-B-IO Certificateholders pursuant to Section 9.12(f).
(h) Notwithstanding any other provision of this Agreement, the Trustee and the Securities Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount on the Mortgage LoansCertificateholders, that the Trustee or the Securities Administrator reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee or the Securities Administrator withholds any amount from interest or interest, original issue discount or other payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee or the Securities Administrator shall, together with its monthly report to such Certificateholders, indicate such amount withheld.
(fi) The Trustee and the Securities Administrator agree agrees to indemnify the Trust Fund and the Depositor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the Trustee's covenants and the Securities Administrator's covenants, respectively, set forth in this Section 9.12; provided, however, such liability and obligation to indemnify in this paragraph shall not be joint and several and neither the Trustee nor the Securities Administrator shall be liable or be obligated to indemnify the Trust Fund for the failure by the other to perform any duty under this Agreement or the breach by the other of any covenant in this Agreement.
(gj) The Securities Administrator Trustee shall perform its obligations set forth under Section 7.12 of the Grantor Trust Agreement regarding the preparation and filing of tax returns for the Grantor Trust. The Securities Administrator Trustee shall indemnify the Grantor Trust and the Sellers Sponsor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Grantor Trust or the Sellers Depositor as a result of a breach of the Securities Administrator’s Trustee's obligations set forth under Section 7.12 of the Grantor Trust Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Ar5), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Ar5)
Federal Information Returns and Reports to Certificateholders; REMIC Administration; Grantor Trust Administration. (a) For federal income tax purposes, the taxable year of each of 2007-AR4 REMIC I, REMIC II and REMIC III shall be a calendar year and the Securities Administrator Trustee shall maintain or cause the maintenance of the books of each such 2007-AR4 REMIC on the accrual method of accounting.
(b) It is intended that the portion of the Trust Fund consisting of the Trust's interest in the Corridor Contracts be classified for federal income tax purposes as a grantor trust (the "Corridor Contract Grantor Trust") under subpart E, part I of subchapter J of chapter 1 of the Code, of which the Class B-IO Certificateholders are owners, rather than as an association taxable as a corporation. The Securities Administrator powers granted and obligations undertaken in this Agreement shall prepare be construed so as to further such intent.
(i) As of the Closing Date, the Corridor Contract Grantor Trust is not a Widely Held Fixed Investment Trust. Within 10 days after the date, if any, on which the Corridor Contract Grantor Trust becomes a Widely Held Fixed Investment Trust, the Depositor shall notify the Trustee in writing whether the Corridor Contract Grantor Trust is a Widely Held Fixed Investment Trust and if so whether it is a Widely Held Mortgage Trust or a Non-Mortgage Widely Held Fixed Investment Trust. Following the delivery of any such notice the Trustee will report as required under the Widely Held Fixed Investment Trust Regulations to the extent such information as is reasonably necessary to enable the Trustee to do so is provided to the Trustee on a timely basis. To the extent that the Corridor Contract Grantor Trust is a Widely Held Fixed Investment Trust, the Depositor shall provide the Trustee with information identifying the grantor trust interest holders that are "middlemen" as defined by the Widely Held Fixed Investment Trust Regulations. The Trustee will not be liable for any tax reporting penalties that may arise under the Widely Held Fixed Investment Trust Regulations as a result of the Depositor incorrectly determining the status of the Corridor Contract Grantor Trust as a Widely Held Fixed Investment Trust or failing to identify whether or not the Corridor Contract Grantor Trust is a Widely Held Fixed Investment Trust.
(ii) The Trustee, in its discretion, will report required Widely Held Fixed Investment Trust information using either the cash or accrual method, except to the extent the Widely Held Fixed Investment Trust Regulations specifically require a different method. The Trustee will be under no obligation to determine whether any interest holder in the Corridor Contract Grantor Trust uses the cash or accrual method. The Trustee will make available Widely Held Fixed Investment Trust information to holders annually. In addition, the Trustee will not be responsible or liable for providing subsequently amended, revised or updated information to any interest holder in the Corridor Contract Grantor Trust, unless requested by such holder.
(iii) The Trustee shall not be liable for failure to meet the reporting requirements of the Widely Held Fixed Investment Trust Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Trustee, (ii) incomplete, inaccurate or untimely information being provided to the Trustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the Widely Held Fixed Investment Trust Regulations for the 2007 calendar year. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a Widely Held Fixed Investment Trust, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Trustee with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Trustee will assume there is no secondary market trading of Widely Held Fixed Investment Trust interests.
(iv) To the extent required by the Widely Held Fixed Investment Trust Regulations, the Trustee will use reasonable efforts to publish on an appropriate website the CUSIPs for the certificates that represent ownership of a Widely Held Fixed Investment Trust. The CUSIPs so published will represent the Rule 144A CUSIPs. The Trustee will not publish any associated Regulation S CUSIPs. The Trustee will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Trustee will use a reasonable identifier number in lieu of a CUSIP. The Trustee will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.
(v) The Trustee shall have no obligation to monitor whether the Corridor Contract Grantor Trust has become a Widely Held Fixed Investment Trust following the Closing Date, and shall report under the Widely Held Fixed Investment Trust Regulations only to the extent it receives written notice of the same.
(vi) The Trustee shall be entitled to additional reasonable compensation for changes in reporting required in respect of the Widely Held Fixed Investment Trust Regulations that arise as a result of (i) the failure of the Depositor to timely inform the Trustee of the designation of the Corridor Contract Grantor Trust as a Widely Held Fixed Investment Trust, (ii) the Corridor Contract Grantor Trust becoming a Widely Held Fixed Investment Trust after the Closing Date (if compensation is not already provided for this contingency) or (iii) a change in the Widely Held Fixed Investment Trust Regulations or a change in interpretation of the Widely Held Fixed Investment Trust Regulations by the IRS or the Depositor or its counsel, if such change requires, in the Trustee's reasonable discretion, a material increase in the Trustee's reporting obligations in respect of the Corridor Contract Grantor Trust.
(c) The Trustee shall prepare, sign and file or cause to be filed with the Internal Revenue Service, and the Trustee shall sign, federal IRS all Federal tax information returns or elections required to be made hereunder with respect to each of REMIC I, REMIC II and REMIC III2007-AR4 REMIC, the Trust Fund, if applicable, Fund (including the portion of the Trust Fund classified as a grantor trust as noted in Section 9.12(b)) and the Certificates containing such information and at the times and in the manner as may be required by the Code or applicable Treasury regulations, and the Trustee shall furnish to each Holder of Certificates at any time during the calendar year for which such returns or reports are made such statements or information at the times and in the manner as may be required thereby, including, without limitation, reports relating to mortgaged property that is abandoned or foreclosed, receipt of mortgage interests in kind in a trade or business, a cancellation of indebtedness, interest, original issue discount and market discount or premium (using assuming a constant rate of prepayment assumption on the Mortgage Loans of 25% CPR for the Mortgage Loans%). The Securities Administrator Trustee will apply for an Employee Identification Number from the IRS under Form SS-4 or any other acceptable method for all tax entitiesentities (including each 2007-AR4 REMIC and the portion of the Trust Fund classified as a grantor trust as noted in Section 9.12(b)). In connection with the foregoing, the Securities Administrator Trustee shall timely prepare and file, and the Trustee shall upon the written instruction of the Trustee sign, IRS Form 8811, which shall provide the name and address of the person who can be contacted to obtain information required to be reported to the holders of regular interests in each of 2007-AR4 REMIC I, REMIC II and REMIC III (the “"REMIC Reporting Agent”"). The Trustee shall make elections to treat each of 2007-AR4 REMIC I, REMIC II and REMIC III as a REMIC and the portion of the Trust Fund consisting of the Trust's interest in the Corridor Contracts as a grantor trust (which elections shall apply to the taxable period ending December 31, 2005 2007 and each calendar year thereafter) in such manner as the Code or applicable Treasury regulations may prescribe, and as described by the Securities AdministratorTrustee. The Trustee shall sign all tax information returns filed pursuant to this Section and any other returns as may be required by the Code. The Holder of the largest percentage interest in the Class R-I Certificate R Certificates is hereby designated as the “"Tax Matters Person” " (within the meaning of Treas. Reg. §§1.860F-4(d)) for each of REMIC I and REMIC II. The Holder of the largest percentage interest in the Class R-X Certificates is hereby designated as the "Tax Matters Person" (within the meaning of Treas. Reg. §§1.860F-4(d)) for REMIC I, the Holder of the Class R-II Certificate is hereby designated as the “Tax Matters Person” for REMIC II and the Holder of the Class R-III Certificate is hereby designated as the “Tax Matters Person” for REMIC III. The Securities Administrator Trustee is hereby designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual Certificate will by acceptance thereof appoint the Securities Administrator Trustee as agent and attorney-in-fact for the purpose of acting as Tax Matters Person for each of 2007-AR4 REMIC I, REMIC II and REMIC III during such time as the Securities Administrator Trustee does not own any such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other statements, or the Securities Administrator Trustee from acting as agent for the Tax Matters Person, the Trustee and the Securities Administrator shall take whatever action that in its sole good faith judgment is necessary for the proper filing of such information returns or for the provision of a tax matters person, including designation of the Holder of the largest percentage interest in a Residual Certificate to sign such returns or act as tax matters person. Each Holder of a Residual Certificate shall be bound by this Section.
(cd) The Securities Administrator Trustee shall provide upon request and receipt of reasonable compensation, such information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue ServiceIRS, to any Person purporting to transfer a Residual Certificate to a Person other than a transferee permitted by Section 5.05(b), and to any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or nominee holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any record holder of which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute to be an entity with a disqualified member).
(de) The Securities Administrator Trustee shall prepare and file or cause to be filed, and the Trustee shall sign, any state income tax returns required under Applicable State Law with respect to each of 2007- AR4 REMIC I, REMIC II and REMIC III or the Trust Fund.
(ef) The Trustee shall request certification acceptable to the Trustee to enable the Trust to make payments on the Class B-IO Certificates without withholding or backup withholding taxes. Each Class B-IO Certificateholder shall provide the appropriate tax certification requested pursuant to this paragraph and to update or replace such form or certification in accordance with its terms or its subsequent amendments and consents to the delivery by the Trustee to the Corridor Counterparty of any such certification. Such certification may include Form W-8BEN, Form W-8IMY, Form W-9 or Form W-8ECI or any successors to such IRS forms. Any purported sales or transfers of any Class B-IO Certificate to a transferee which does not comply with these requirements shall be deemed null and void under this Agreement.
(g) The Trustee, on behalf of the Trust, (i) shall authorize, execute and deliver a IRS Form W-9 or successor applicable form, or other appropriate United States tax forms as may be required to prevent withholding or backup withholding taxes on payments to the Trust under the Corridor Contracts, to the Corridor Counterparty on or before the first payment date under the Corridor Contracts and thereafter prior to the expiration or obsolescence of such form and (ii) shall, if requested by the Corridor Counterparty and permitted to do so by the Class B-IO Certificateholders, deliver to the Corridor Counterparty promptly upon receipt each certification received from the Class B-IO Certificateholders pursuant to Section 9.12(f).
(h) Notwithstanding any other provision of this Agreement, the Trustee and the Securities Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount on the Mortgage LoansCertificateholders, that the Trustee or the Securities Administrator reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee or the Securities Administrator withholds any amount from interest or interest, original issue discount or other payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee or the Securities Administrator shall, together with its monthly report to such Certificateholders, indicate such amount withheld.
(fi) The Trustee and the Securities Administrator agree agrees to indemnify the Trust Fund Fund, the Corridor Counterparty and the Depositor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the Trustee's covenants and the Securities Administrator's covenants, respectively, set forth in this Section 9.12; provided, however, such liability and obligation to indemnify in this paragraph shall not be joint and several and neither the Trustee nor the Securities Administrator shall be liable or be obligated to indemnify the Trust Fund for the failure by the other to perform any duty under this Agreement or the breach by the other of any covenant in this Agreement.
(gj) The Securities Administrator Trustee shall perform its obligations set forth under Section 7.12 of the Grantor Trust Agreement regarding the preparation and filing of tax returns for the Grantor Trust. The Securities Administrator Trustee shall indemnify the Grantor Trust and the Sellers Sponsor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Grantor Trust or the Sellers Depositor as a result of a breach of the Securities Administrator’s Trustee's obligations set forth under Section 7.12 of the Grantor Trust Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments II Trust 2007-Ar4)
Federal Information Returns and Reports to Certificateholders; REMIC Administration; Grantor Trust Administration. (a) For federal income tax purposes, the taxable year of each of REMIC I, REMIC II and REMIC III shall be a calendar year and the Securities Administrator shall maintain or cause the maintenance of the books of each such REMIC on the accrual method of accounting.
(b) The Securities Administrator shall prepare and file or cause to be filed with the Internal Revenue Service, and the Trustee shall sign, federal Federal tax information returns or elections required to be made hereunder with respect to each of REMIC I, REMIC II and REMIC IIIREMIC, the Trust Fund, if applicable, and the Certificates containing such information and at the times and in the manner as may be required by the Code or applicable Treasury regulations, and shall furnish to each Holder of Certificates at any time during the calendar year for which such returns or reports are made such statements or information at the times and in the manner as may be required thereby, including, without limitation, reports relating to interest, original issue discount and market discount or premium (using a constant prepayment assumption of 25% CPR for the Mortgage LoansCPR). The Securities Administrator will apply for an Employee Identification Number from the IRS under Form SS-4 or any other acceptable method for all tax entities. In connection with the foregoing, the Securities Administrator shall timely prepare and file, and the Trustee shall sign, IRS Form 8811, which shall provide the name and address of the person who can be contacted to obtain information required to be reported to the holders of regular interests in each of REMIC I, REMIC II and REMIC III (the “"REMIC Reporting Agent”"). The Trustee shall make elections to treat each of REMIC I, REMIC II and REMIC III as a REMIC (which elections shall apply to the taxable period ending December 31, 2005 2003 and each calendar year thereafter) in such manner as the Code or applicable Treasury regulations may prescribe, and as described by the Securities Administrator. The Trustee shall sign all tax information returns filed pursuant to this Section and any other returns as may be required by the Code. The Holder of the Class R-I Certificate is hereby designated as the “"Tax Matters Person” " (within the meaning of Treas. Reg. §§1.860F-4(dss.ss.1.860F-4(d)) for REMIC I, the Holder of the Class R-II Certificate is hereby designated as the “"Tax Matters Person” " for REMIC II and the Holder of the Class R-III Certificate is hereby designated as the “"Tax Matters Person” " for REMIC III. The Securities Administrator is hereby designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual Certificate will by acceptance thereof appoint the Securities Administrator as agent and attorney-in-fact for the purpose of acting as Tax Matters Person for each of REMIC I, REMIC II and REMIC III during such time as the Securities Administrator does not own any such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other statements, or the Securities Administrator from acting as agent for the Tax Matters Person, the Trustee and the Securities Administrator shall take whatever action that in its sole good faith judgment is necessary for the proper filing of such information returns or for the provision of a tax matters person, including designation of the Holder of a Residual Certificate to sign such returns or act as tax matters person. Each Holder of a Residual Certificate shall be bound by this Section.
(c) The Securities Administrator shall provide upon request and receipt of reasonable compensation, such information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue Service, to any Person purporting to transfer a Residual Certificate to a Person other than a transferee permitted by Section 5.05(b), and to any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or nominee holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any record holder of which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute to be an entity with a disqualified member).
(d) The Securities Administrator shall prepare and file or cause to be filed, and the Trustee shall sign, any state income tax returns required under Applicable State Law with respect to each of REMIC I, REMIC II and REMIC III or the Trust Fund.
(e) Notwithstanding any other provision of this Agreement, the Trustee and the Securities Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount on the Mortgage Loans, that the Trustee or the Securities Administrator reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee or the Securities Administrator withholds any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee or the Securities Administrator shall, together with its monthly report to such Certificateholders, indicate such amount withheld.
(f) The Trustee and the Securities Administrator agree to indemnify the Trust Fund and the Depositor Seller for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor Seller or the Master Servicer, as a result of a breach of the Trustee's covenants and the Securities Administrator's covenants, respectively, set forth in this Section 9.12; provided, however, such liability and obligation to indemnify in this paragraph shall not be joint and several and neither the Trustee nor the Securities Administrator shall be liable or be obligated to indemnify the Trust Fund for the failure by the other to perform any duty under this Agreement or the breach by the other of any covenant in this Agreement.
(g) The Securities Administrator shall perform its obligations set forth under Section 7.12 of the Grantor Trust Agreement regarding the preparation and filing of tax returns for the Grantor Trust. The Securities Administrator shall indemnify the Grantor Trust and the Sellers Seller for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Grantor Trust or the Sellers Seller as a result of a breach of the Securities Administrator’s 's obligations set forth under Section 7.12 of the Grantor Trust Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Mort Inv Inc Mort Pas THR Certs Ser 2003-3)
Federal Information Returns and Reports to Certificateholders; REMIC Administration; Grantor Trust Administration. (a) For federal income tax purposes, the taxable year of each of 2007-AR4 REMIC I, REMIC II and REMIC III shall be a calendar year and the Securities Administrator Trustee shall maintain or cause the maintenance of the books of each such 2007-AR4 REMIC on the accrual method of accounting.
(b) It is intended that the portion of the Trust Fund consisting of the Trust's interest in the Corridor Contracts be classified for federal income tax purposes as a grantor trust (the "Corridor Contract Grantor Trust") under subpart E, part I of subchapter J of chapter 1 of the Code, of which the Class II-B-IO Certificateholders are owners, rather than as an association taxable as a corporation. The Securities Administrator powers granted and obligations undertaken in this Agreement shall prepare be construed so as to further such intent.
(i) As of the Closing Date, the Corridor Contract Grantor Trust is not a Widely Held Fixed Investment Trust. Within 10 days after the date, if any, on which the Corridor Contract Grantor Trust becomes a Widely Held Fixed Investment Trust, the Depositor shall notify the Trustee in writing whether the Corridor Contract Grantor Trust is a Widely Held Fixed Investment Trust and if so whether it is a Widely Held Mortgage Trust or a Non-Mortgage Widely Held Fixed Investment Trust. Following the delivery of any such notice the Trustee will report as required under the Widely Held Fixed Investment Trust Regulations to the extent such information as is reasonably necessary to enable the Trustee to do so is provided to the Trustee on a timely basis. To the extent that the Corridor Contract Grantor Trust is a Widely Held Fixed Investment Trust, the Depositor shall provide the Trustee with information identifying the grantor trust interest holders that are "middlemen" as defined by the Widely Held Fixed Investment Trust Regulations. The Trustee will not be liable for any tax reporting penalties that may arise under the Widely Held Fixed Investment Trust Regulations as a result of the Depositor incorrectly determining the status of the Corridor Contract Grantor Trust as a Widely Held Fixed Investment Trust or failing to identify whether or not the Corridor Contract Grantor Trust is a Widely Held Fixed Investment Trust.
(ii) The Trustee, in its discretion, will report required Widely Held Fixed Investment Trust information using either the cash or accrual method, except to the extent the Widely Held Fixed Investment Trust Regulations specifically require a different method. The Trustee will be under no obligation to determine whether any interest holder in the Corridor Contract Grantor Trust uses the cash or accrual method. The Trustee will make available Widely Held Fixed Investment Trust information to holders annually. In addition, the Trustee will not be responsible or liable for providing subsequently amended, revised or updated information to any interest holder in the Corridor Contract Grantor Trust, unless requested by such holder.
(iii) The Trustee shall not be liable for failure to meet the reporting requirements of the Widely Held Fixed Investment Trust Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Trustee, (ii) incomplete, inaccurate or untimely information being provided to the Trustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the Widely Held Fixed Investment Trust Regulations for the 2007 calendar year. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a Widely Held Fixed Investment Trust, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Trustee with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Trustee will assume there is no secondary market trading of Widely Held Fixed Investment Trust interests.
(iv) To the extent required by the Widely Held Fixed Investment Trust Regulations, the Trustee will use reasonable efforts to publish on an appropriate website the CUSIPs for the certificates that represent ownership of a Widely Held Fixed Investment Trust. The CUSIPs so published will represent the Rule 144A CUSIPs. The Trustee will not publish any associated Regulation S CUSIPs. The Trustee will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Trustee will use a reasonable identifier number in lieu of a CUSIP. The Trustee will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.
(v) The Trustee shall have no obligation to monitor whether the Corridor Contract Grantor Trust has become a Widely Held Fixed Investment Trust following the Closing Date, and shall report under the Widely Held Fixed Investment Trust Regulations only to the extent it receives written notice of the same.
(vi) The Trustee shall be entitled to additional reasonable compensation for changes in reporting required in respect of the Widely Held Fixed Investment Trust Regulations that arise as a result of (i) the failure of the Depositor to timely inform the Trustee of the designation of the Corridor Contract Grantor Trust as a Widely Held Fixed Investment Trust, (ii) the Corridor Contract Grantor Trust becoming a Widely Held Fixed Investment Trust after the Closing Date (if compensation is not already provided for this contingency) or (iii) a change in the Widely Held Fixed Investment Trust Regulations or a change in interpretation of the Widely Held Fixed Investment Trust Regulations by the IRS or the Depositor or its counsel, if such change requires, in the Trustee's reasonable discretion, a material increase in the Trustee's reporting obligations in respect of the Corridor Contract Grantor Trust.
(c) The Trustee shall prepare, sign and file or cause to be filed with the Internal Revenue Service, and the Trustee shall sign, federal IRS all Federal tax information returns or elections required to be made hereunder with respect to each of REMIC I, REMIC II and REMIC III2007-AR4 REMIC, the Trust Fund, if applicable, Fund (including the portion of the Trust Fund classified as a grantor trust as noted in Section 9.12(b)) and the Certificates containing such information and at the times and in the manner as may be required by the Code or applicable Treasury regulations, and the Trustee shall furnish to each Holder of Certificates at any time during the calendar year for which such returns or reports are made such statements or information at the times and in the manner as may be required thereby, including, without limitation, reports relating to mortgaged property that is abandoned or foreclosed, receipt of mortgage interests in kind in a trade or business, a cancellation of indebtedness, interest, original issue discount and market discount or premium (using assuming a constant rate of prepayment assumption on the Mortgage Loans of 25% CPR for the Mortgage Loans%). The Securities Administrator Trustee will apply for an Employee Identification Number from the IRS under Form SS-4 or any other acceptable method for all tax entitiesentities (including each 2007-AR4 REMIC and the portion of the Trust Fund classified as a grantor trust as noted in Section 9.12(b)). In connection with the foregoing, the Securities Administrator Trustee shall timely prepare and file, and the Trustee shall upon the written instruction of the Trustee sign, IRS Form 8811, which shall provide the name and address of the person who can be contacted to obtain information required to be reported to the holders of regular interests in each of 2007-AR4 REMIC I, REMIC II and REMIC III (the “"REMIC Reporting Agent”"). The Trustee shall make elections to treat each of 2007-AR4 REMIC I, REMIC II and REMIC III as a REMIC and the portion of the Trust Fund consisting of the Trust's interest in the Corridor Contracts as a grantor trust (which elections shall apply to the taxable period ending December 31, 2005 2007 and each calendar year thereafter) in such manner as the Code or applicable Treasury regulations may prescribe, and as described by the Securities AdministratorTrustee. The Trustee shall sign all tax information returns filed pursuant to this Section and any other returns as may be required by the Code. The Holder of the largest percentage interest in the Class R-I Certificate R Certificates is hereby designated as the “"Tax Matters Person” " (within the meaning of Treas. Reg. §§1.860F-4(d)) for each of REMIC I, REMIC II and REMIC III. The Holder of the largest percentage interest in the Class R-X Certificates is hereby designated as the "Tax Matters Person" (within the meaning of Treas. Reg. §§1.860F-4(d)) for REMIC I, the Holder of the Class R-II Certificate is hereby designated as the “Tax Matters Person” for REMIC II and the Holder of the Class R-III Certificate is hereby designated as the “Tax Matters Person” for REMIC IIIIV. The Securities Administrator Trustee is hereby designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual Certificate will by acceptance thereof appoint the Securities Administrator Trustee as agent and attorney-in-fact for the purpose of acting as Tax Matters Person for each of 2007-AR4 REMIC I, REMIC II and REMIC III during such time as the Securities Administrator Trustee does not own any such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other statements, or the Securities Administrator Trustee from acting as agent for the Tax Matters Person, the Trustee and the Securities Administrator shall take whatever action that in its sole good faith judgment is necessary for the proper filing of such information returns or for the provision of a tax matters person, including designation of the Holder of the largest percentage interest in a Residual Certificate to sign such returns or act as tax matters person. Each Holder of a Residual Certificate shall be bound by this Section.
(cd) The Securities Administrator Trustee shall provide upon request and receipt of reasonable compensation, such information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue ServiceIRS, to any Person purporting to transfer a Residual Certificate to a Person other than a transferee permitted by Section 5.05(b), and to any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or nominee holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any record holder of which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute to be an entity with a disqualified member).
(de) The Securities Administrator Trustee shall prepare and file or cause to be filed, and the Trustee shall sign, any state income tax returns required under Applicable State Law with respect to each of 2007- AR4 REMIC I, REMIC II and REMIC III or the Trust Fund.
(ef) The Trustee shall request certification acceptable to the Trustee to enable the Trust to make payments on the Class II-B-IO Certificates without withholding or backup withholding taxes. Each Class II-B-IO Certificateholder shall provide the appropriate tax certification requested pursuant to this paragraph and to update or replace such form or certification in accordance with its terms or its subsequent amendments and consents to the delivery by the Trustee to the Corridor Counterparty of any such certification. Such certification may include Form W-8BEN, Form W-8IMY, Form W-9 or Form W-8ECI or any successors to such IRS forms. Any purported sales or transfers of any Class II-B-IO Certificate to a transferee which does not comply with these requirements shall be deemed null and void under this Agreement.
(g) The Trustee, on behalf of the Trust, (i) shall authorize, execute and deliver a IRS Form W-9 or successor applicable form, or other appropriate United States tax forms as may be required to prevent withholding or backup withholding taxes on payments to the Trust under the Corridor Contracts, to the Corridor Counterparty on or before the first payment date under the Corridor Contracts and thereafter prior to the expiration or obsolescence of such form and (ii) shall, if requested by the Corridor Counterparty and permitted to do so by the Class II-B-IO Certificateholders, deliver to the Corridor Counterparty promptly upon receipt each certification received from the Class II-B-IO Certificateholders pursuant to Section 9.12(f).
(h) Notwithstanding any other provision of this Agreement, the Trustee and the Securities Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount on the Mortgage LoansCertificateholders, that the Trustee or the Securities Administrator reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee or the Securities Administrator withholds any amount from interest or interest, original issue discount or other payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee or the Securities Administrator shall, together with its monthly report to such Certificateholders, indicate such amount withheld.
(fi) The Trustee and the Securities Administrator agree agrees to indemnify the Trust Fund and the Depositor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the Trustee's covenants and the Securities Administrator's covenants, respectively, set forth in this Section 9.12; provided, however, such liability and obligation to indemnify in this paragraph shall not be joint and several and neither the Trustee nor the Securities Administrator shall be liable or be obligated to indemnify the Trust Fund for the failure by the other to perform any duty under this Agreement or the breach by the other of any covenant in this Agreement.
(gj) The Securities Administrator Trustee shall perform its obligations set forth under Section 7.12 of the Grantor Trust Agreement regarding the preparation and filing of tax returns for the Grantor Trust. The Securities Administrator Trustee shall indemnify the Grantor Trust and the Sellers Sponsor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Grantor Trust or the Sellers Depositor as a result of a breach of the Securities Administrator’s Trustee's obligations set forth under Section 7.12 of the Grantor Trust Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Ar4)
Federal Information Returns and Reports to Certificateholders; REMIC Administration; Grantor Trust Administration. (a) For federal income tax purposes, the taxable year of each of 2005-AR4 REMIC I, REMIC II and REMIC III shall be a calendar year and the Securities Administrator Trustee shall maintain or cause the maintenance of the books of each such 2005-AR4 REMIC on the accrual method of accounting.
(b) The Securities Administrator Trustee shall prepare and file or cause to be filed with the Internal Revenue Service, and the Trustee shall upon the written instruction of the Trustee sign, federal Federal tax information returns or elections required to be made hereunder with respect to each of REMIC I, REMIC II and REMIC III2005-AR4 REMIC, the Trust Fund, if applicable, and the Certificates containing such information and at the times and in the manner as may be required by the Code or applicable Treasury regulations, and the Trustee shall furnish to each Holder of Certificates at any time during the calendar year for which such returns or reports are made such statements or information at the times and in the manner as may be required thereby, including, without limitation, reports relating to mortgaged property that is abandoned or foreclosed, receipt of mortgage interests in kind in a trade or business, a cancellation of indebtedness, interest, original issue discount and market discount or premium (using a constant prepayment assumption of 25% CPR for the Mortgage LoansCPR). The Securities Administrator Trustee will apply for an Employee Identification Number from the IRS under Form SS-4 or any other acceptable method for all tax entities. In connection with the foregoing, the Securities Administrator Trustee shall timely prepare and file, and the Trustee shall upon the written instruction of the Trustee sign, IRS Form 8811, which shall provide the name and address of the person who can be contacted to obtain information required to be reported to the holders of regular interests in each of 2005-AR4 REMIC I, REMIC II and REMIC III (the “REMIC Reporting Agent”). The Trustee shall make elections to treat each of 2005-AR4 REMIC I, REMIC II and REMIC III as a REMIC (which elections shall apply to the taxable period ending December 31, 2005 and each calendar year thereafter) in such manner as the Code or applicable Treasury regulations may prescribe, and as described by the Securities AdministratorTrustee. The Trustee shall sign all tax information returns filed pursuant to this Section and any other returns as may be required by the Code. The Holder of the largest percentage interest in the Class R-I Certificate R Certificates is hereby designated as the “Tax Matters Person” (within the meaning of Treas. Reg. §§1.860F-4(d)) for REMIC I, the Holder of the Class Reach 2005-II Certificate is hereby designated as the “Tax Matters Person” for REMIC II and the Holder of the Class R-III Certificate is hereby designated as the “Tax Matters Person” for REMIC IIIAR4 REMIC. The Securities Administrator Trustee is hereby designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual Certificate will by acceptance thereof appoint the Securities Administrator Trustee as agent and attorney-in-fact for the purpose of acting as Tax Matters Person for each of 2005-AR4 REMIC I, REMIC II and REMIC III during such time as the Securities Administrator Trustee does not own any such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other statements, or the Securities Administrator Trustee from acting as agent for the Tax Matters Person, the Trustee and the Securities Administrator shall take whatever action that in its sole good faith judgment is necessary for the proper filing of such information returns or for the provision of a tax matters person, including designation of the Holder of the largest percentage interest in a Residual Certificate to sign such returns or act as tax matters person. Each Holder of a Residual Certificate shall be bound by this Section.
(c) The Securities Administrator Trustee shall provide upon request and receipt of reasonable compensation, such information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue Service, to any Person purporting to transfer a Residual Certificate to a Person other than a transferee permitted by Section 5.05(b), and to any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or nominee holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any record holder of which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute to be an entity with a disqualified member).
(d) The Securities Administrator Trustee shall prepare and file or cause to be filed, and the Trustee shall sign, any state income tax returns required under Applicable State Law with respect to each of REMIC I, REMIC II and REMIC III or the Trust Fund.
(e) Notwithstanding any other provision of this Agreement, the Trustee and the Securities Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount on the Mortgage Loans, that the Trustee or the Securities Administrator reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee or the Securities Administrator withholds any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee or the Securities Administrator shall, together with its monthly report to such Certificateholders, indicate such amount withheld.
(f) The Trustee and the Securities Administrator agree agrees to indemnify the Trust Fund and the Depositor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the Trustee's ’s covenants and the Securities Administrator's covenants, respectively, set forth in this Section 9.12; provided, however, such liability and obligation to indemnify in this paragraph shall not be joint and several and neither the Trustee nor the Securities Administrator shall be liable or be obligated to indemnify the Trust Fund for the failure by the other to perform any duty under this Agreement or the breach by the other of any covenant in this Agreement.
(g) The Securities Administrator Trustee shall perform its obligations set forth under Section 7.12 of the Grantor Trust Agreement regarding the preparation and filing of tax returns for the Grantor Trust. The Securities Administrator Trustee shall indemnify the Grantor Trust and the Sellers Seller for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Grantor Trust or the Sellers Depositor as a result of a breach of the Securities AdministratorTrustee’s obligations set forth under Section 7.12 of the Grantor Trust Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GreenPoint MTA Trust 2005-Ar4)
Federal Information Returns and Reports to Certificateholders; REMIC Administration; Grantor Trust Administration. (a) For federal income tax purposes, the taxable year of each of REMIC I, I and REMIC II and REMIC III shall be a calendar year and the Securities Administrator shall maintain or cause the maintenance of the books of each such REMIC on the accrual method of accounting.
(bi) The Securities Administrator shall prepare and file or cause to be filed with the Internal Revenue Service, and the Trustee shall sign, federal Federal tax information returns or elections required to be made hereunder with respect to each of REMIC I, REMIC II and REMIC IIIREMIC, the Trust Fund, if applicable, and the Certificates Certificates, containing such information and at the times and in the manner as may be required by the Code or applicable Treasury regulations, and shall furnish to each Holder of Certificates at any time during the calendar year for which such returns or reports are made such statements or information at the times and in the manner as may be required thereby, including, without limitation, reports relating to interest, original issue discount and market discount or premium (using a constant prepayment assumption of 2520% CPR for the Mortgage LoansCPR). The Securities Administrator will shall apply for an Employee Identification Number from the IRS under Form SS-4 or any other acceptable method for all tax entities. In connection with the foregoing, the Securities Administrator shall timely prepare and file, and the Trustee shall sign, IRS Form 8811, and updated versions thereof, as required, which shall provide the name and address of the person who can be contacted to obtain information required to be reported to the holders of regular interests in each of REMIC I, REMIC II and REMIC III (the “REMIC Reporting Agent”)REMIC. The Trustee shall make elections to treat each of REMIC I, REMIC II and REMIC III hereunder as a REMIC (which elections shall apply to the taxable period ending December 31, 2005 2004 and each calendar year thereafter) in such manner as the Code or applicable Treasury regulations may prescribeprescribe (and, if applicable, under applicable state and local law), and as described by the Securities Administrator. The Trustee shall sign all tax information returns filed pursuant to this Section 9.12 and any other returns as may be required by the Code. The Holder of the largest percentage interest of the Class R-I Certificate is hereby designated as the “"Tax Matters Person” " (within the meaning of Treas. Reg. §§1.860F-4(dss.1.860F-4(d)) for REMIC I, and the Holder of the largest percentage interest of the Class R-II Certificate is hereby designated as the “"Tax Matters Person” for REMIC II and " (within the Holder meaning of the Class R-III Certificate is hereby designated as the “Tax Matters Person” for REMIC IIITreas. The Securities Administrator is hereby designated and appointed as the agent of each such Tax Matters PersonReg. Any Holder of a Residual Certificate will by acceptance thereof appoint the Securities Administrator as agent and attorney-in-fact for the purpose of acting as Tax Matters Person for each of REMIC I, REMIC II and REMIC III during such time as the Securities Administrator does not own any such Residual Certificatess. In the event that the Code or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other statements, or the Securities Administrator from acting as agent for the Tax Matters Person, the Trustee and the Securities Administrator shall take whatever action that in its sole good faith judgment is necessary for the proper filing of such information returns or for the provision of a tax matters person, including designation of the Holder of a Residual Certificate to sign such returns or act as tax matters person. Each Holder of a Residual Certificate shall be bound by this Section.
(c) The Securities Administrator shall provide upon request and receipt of reasonable compensation, such information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue Service, to any Person purporting to transfer a Residual Certificate to a Person other than a transferee permitted by Section 5.05(b1.860F-4(d), and to any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or nominee holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any record holder of which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute to be an entity with a disqualified member).
(d) The Securities Administrator shall prepare and file or cause to be filed, and the Trustee shall sign, any state income tax returns required under Applicable State Law with respect to each of REMIC I, REMIC II and REMIC III or the Trust Fund.
(e) Notwithstanding any other provision of this Agreement, the Trustee and the Securities Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount on the Mortgage Loans, that the Trustee or the Securities Administrator reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee or the Securities Administrator withholds any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee or the Securities Administrator shall, together with its monthly report to such Certificateholders, indicate such amount withheld.
(f) The Trustee and the Securities Administrator agree to indemnify the Trust Fund and the Depositor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the Trustee's covenants and the Securities Administrator's covenants, respectively, set forth in this Section 9.12; provided, however, such liability and obligation to indemnify in this paragraph shall not be joint and several and neither the Trustee nor the Securities Administrator shall be liable or be obligated to indemnify the Trust Fund for the failure by the other to perform any duty under this Agreement or the breach by the other of any covenant in this Agreement.
(g) The Securities Administrator shall perform its obligations set forth under Section 7.12 of the Grantor Trust Agreement regarding the preparation and filing of tax returns for the Grantor Trust. The Securities Administrator shall indemnify the Grantor Trust and the Sellers for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Grantor Trust or the Sellers as a result of a breach of the Securities Administrator’s obligations set forth under Section 7.12 of the Grantor Trust Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments II Trust 2004-Ar7)
Federal Information Returns and Reports to Certificateholders; REMIC Administration; Grantor Trust Administration. (a) For federal income tax purposes, the taxable year of each of 2006-AR2 REMIC I, REMIC II and REMIC III shall be a calendar year and the Securities Administrator Trustee shall maintain or cause the maintenance of the books of each such 2006-AR2 REMIC on the accrual method of accounting.
(b) The Securities Administrator Trustee shall prepare and file or cause to be filed with the Internal Revenue Service, and the Trustee shall upon the written instruction of the Trustee sign, federal Federal tax information returns or elections required to be made hereunder with respect to each of REMIC I, REMIC II and REMIC III2006-AR2 REMIC, the Trust Fund, if applicable, and the Certificates containing such information and at the times and in the manner as may be required by the Code or applicable Treasury regulations, and the Trustee shall furnish to each Holder of Certificates at any time during the calendar year for which such returns or reports are made such statements or information at the times and in the manner as may be required thereby, including, without limitation, reports relating to mortgaged property that is abandoned or foreclosed, receipt of mortgage interests in kind in a trade or business, a cancellation of indebtedness, interest, original issue discount and market discount or premium (using a constant prepayment assumption of 25% CPR for the Mortgage LoansCPR). The Securities Administrator Trustee will apply for an Employee Identification Number from the IRS under Form SS-4 or any other acceptable method for all tax entities. In connection with the foregoing, the Securities Administrator Trustee shall timely prepare and file, and the Trustee shall upon the written instruction of the Trustee sign, IRS Form 8811, which shall provide the name and address of the person who can be contacted to obtain information required to be reported to the holders of regular interests in each of 2006-AR2 REMIC I, REMIC II and REMIC III (the “"REMIC Reporting Agent”"). The Trustee shall make elections to treat each of 2006-AR2 REMIC I, REMIC II and REMIC III as a REMIC (which elections shall apply to the taxable period ending December 31, 2005 2006 and each calendar year thereafter) in such manner as the Code or applicable Treasury regulations may prescribe, and as described by the Securities AdministratorTrustee. The Trustee shall sign all tax information returns filed pursuant to this Section and any other returns as may be required by the Code. The Holder of the largest percentage interest in the Class R-I Certificate R Certificates is hereby designated as the “"Tax Matters Person” " (within the meaning of Treas. Reg. §§1.860F-4(d)) for each of REMIC I, REMIC II, REMIC III and REMIC IV. The Holder of the largest percentage interest in the Class R-X Certificates is hereby designated as the "Tax Matters Person" (within the meaning of Treas. Reg. §§1.860F-4(d)) for REMIC I, the Holder of the Class R-II Certificate is hereby designated as the “Tax Matters Person” for REMIC II and the Holder of the Class R-III Certificate is hereby designated as the “Tax Matters Person” for REMIC III. V. The Securities Administrator Trustee is hereby designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual Certificate will by acceptance thereof appoint the Securities Administrator Trustee as agent and attorney-in-fact for the purpose of acting as Tax Matters Person for each of 2006-AR2 REMIC I, REMIC II and REMIC III during such time as the Securities Administrator Trustee does not own any such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other statements, or the Securities Administrator Trustee from acting as agent for the Tax Matters Person, the Trustee and the Securities Administrator shall take whatever action that in its sole good faith judgment is necessary for the proper filing of such information returns or for the provision of a tax matters person, including designation of the Holder of the largest percentage interest in a Residual Certificate to sign such returns or act as tax matters person. Each Holder of a Residual Certificate shall be bound by this Section.
(c) The Securities Administrator Trustee shall provide upon request and receipt of reasonable compensation, such information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue Service, to any Person purporting to transfer a Residual Certificate to a Person other than a transferee permitted by Section 5.05(b), and to any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or nominee holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any record holder of which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute to be an entity with a disqualified member).
(d) The Securities Administrator Trustee shall prepare and file or cause to be filed, and the Trustee shall sign, any state income tax returns required under Applicable State Law with respect to each of REMIC I, REMIC II and REMIC III or the Trust Fund.
(e) Notwithstanding any other provision of this Agreement, the Trustee and the Securities Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount on the Mortgage Loans, that the Trustee or the Securities Administrator reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee or the Securities Administrator withholds any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee or the Securities Administrator shall, together with its monthly report to such Certificateholders, indicate such amount withheld.
(f) The Trustee and the Securities Administrator agree agrees to indemnify the Trust Fund and the Depositor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the Trustee's covenants and the Securities Administrator's covenants, respectively, set forth in this Section 9.12; provided, however, such liability and obligation to indemnify in this paragraph shall not be joint and several and neither the Trustee nor the Securities Administrator shall be liable or be obligated to indemnify the Trust Fund for the failure by the other to perform any duty under this Agreement or the breach by the other of any covenant in this Agreement.
(g) The Securities Administrator Trustee shall perform its obligations set forth under Section 7.12 of the Grantor Trust Agreement regarding the preparation and filing of tax returns for the Grantor Trust. The Securities Administrator Trustee shall indemnify the Grantor Trust and the Sellers Sponsor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Grantor Trust or the Sellers Depositor as a result of a breach of the Securities Administrator’s Trustee's obligations set forth under Section 7.12 of the Grantor Trust Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GreenPoint MFT 2006-Ar2)
