Common use of Grantor Trust Provisions Clause in Contracts

Grantor Trust Provisions. (A) It is intended that the Supplemental Interest Trust be classified for federal income tax purposes as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, of which the Class SB Certificateholders are owners, rather than a partnership, an association taxable as a corporation or a taxable mortgage pool; and the powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent. (B) The REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines are required with respect to the Supplemental Interest Trust and deliver such Tax Returns in a timely manner to the Supplemental Interest Trust Trustee, and if required by applicable law and as directed, the Supplemental Interest Trust Trustee shall sign and file such Tax Returns in a timely manner. The expenses of preparing such Tax Returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Supplemental Interest Trust Trustee with respect to any tax or liability arising from the Supplemental Interest Trust Trustee's signing of such Tax Returns that contain errors or omissions. The Supplemental Interest Trust Trustee and the Master Servicer shall promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC Administrator to prepare such Tax Returns. (C) Each Class SB Certificateholder shall provide the appropriate tax certification to the Trustee and Supplemental Interest Trust Trustee to enable the Trust to make payments on the Class SB Certificates without withholding or backup withholding taxes. Each Class SB Certificateholder agrees to update or replace such form or certification in accordance with its terms or its subsequent amendments and consents to the delivery by the Supplemental Interest Trust Trustee to the Swap 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 SB Certificate to a transferee which does not comply with these requirements shall be deemed null and void under the Agreement. The Supplemental Interest Trust Trustee and the Trustee, respectively, shall not be liable for the completeness, accuracy, content or truthfulness of any such tax certification provided to it. The Supplemental Interest Trust Trustee and the Trustee shall only be required to forward any tax certification received by it to the Swap Counterparty at the last known address provided to it, and shall not be liable for the receipt of such tax certification by the Swap Counterparty, nor any failure of the Swap Counterparty to process such certification or to take any action as required under the Swap Agreement or under applicable law. The Supplemental Interest Trust Trustee and the Trustee shall have no duty to take action to correct any misstatement or omission in any tax certification provided to it and forwarded to the Swap Counterparty. (D) The Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, upon receipt of the requisite tax identification number from the appropriate taxing authority, (i) shall execute, if required, and deliver a United States Internal Revenue Service 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 Supplemental Interest Trust under the Swap Agreement, to the Swap Counterparty on or before the later of (A) the first payment date under the Swap Agreement and (B) the date the Supplemental Interest Trust Trustee receives the tax identification number, and thereafter prior to the expiration or obsolescence of such form if the Supplemental Interest Trust Trustee is notified in writing or otherwise has actual knowledge thereof and (ii) shall, if requested by the Swap Counterparty, deliver to the Swap Counterparty promptly upon receipt each certification received from the Class SB Certificateholders pursuant to Section 10.06(c). If such tax identification number is obtained by the REMIC Administrator, the Form W-9 or equivalent form as required shall be executed, if required, and delivered by the REMIC Administrator to the same extent as set forth in the foregoing sentence, if permitted by applicable law.

Grantor Trust Provisions. (Aa) It is intended that the Supplemental Interest portion of the Trust Fund consisting of the Trust Fund's interest in the Yield Maintenance Agreements be classified for federal income tax purposes as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, of which the Class SB Certificateholders are owners, rather than a partnership, an association taxable as a corporation or a taxable mortgage pool; and the powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent. (Bb) The REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines are required with respect to the Supplemental Interest portion of the Trust Fund classified as a grantor trust as noted in Section 10.06(a) and deliver such Tax Returns in a timely manner to the Supplemental Interest Trust Trustee, and if required by applicable law the Trustee is directed to and as directed, the Supplemental Interest Trust Trustee shall sign and file such Tax Returns in a timely manner. The expenses of preparing such Tax Returns returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Supplemental Interest Trust Trustee with respect to any tax or liability arising from the Supplemental Interest Trust Trustee's signing of such Tax Returns that contain errors or omissions. The Supplemental Interest Trust Trustee and the Master Servicer shall promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC Administrator to prepare such Tax Returns. (Cc) Each Class SB Certificateholder shall provide the appropriate tax certification to the Trustee and Supplemental Interest Trust Trustee any Paying Agent to enable the Trust Trustee or any Paying Agent to make payments on the Class SB Certificates without withholding or backup withholding taxes. Each Class SB Certificateholder agrees to update or replace such form or certification in accordance with its terms or its subsequent amendments and consents to the delivery by the Supplemental Interest Trust Trustee or any Paying Agent to the Swap Counterparty Yield Maintenance Agreements Provider 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 SB Certificate to a transferee which does not comply with these requirements shall be deemed null and void under the this Agreement. The Supplemental Interest Trust Neither the Trustee and the Trustee, respectively, nor any Paying Agent shall not be liable for the completeness, accuracy, content or truthfulness of any such tax certification provided to it. The Supplemental Interest Trust Trustee and the Trustee or any Paying Agent shall only be required to forward any tax certification received by it to the Swap Counterparty Yield Maintenance Agreements Provider at the last known address provided to it, and shall not be liable for the receipt of such tax certification by the Swap CounterpartyYield Maintenance Agreements Provider, nor any failure of the Swap Counterparty Yield Maintenance Agreements Provider to process such certification or to take any action as required under the Swap Agreement Yield Maintenance Agreements or under applicable law. The Supplemental Interest Trust Trustee and Neither the Trustee nor any Paying Agent shall have no a duty to take action to correct any misstatement or omission in any tax certification provided to it and forwarded to the Swap CounterpartyYield Maintenance Agreements Provider. (Dd) The Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trustportion of the Trust Fund classified as a grantor trust as noted in Section 10.06(a), upon receipt of the requisite tax identification number from the appropriate taxing authority, (i) shall execute, if required, and deliver a United States Internal Revenue Service 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 by the Supplemental Interest Trust Yield Maintenance Agreements Provider under the Swap either Yield Maintenance Agreement, to the Swap Counterparty Yield Maintenance Agreements Provider on or before the later of (A) the first payment date under the Swap Agreement Yield Maintenance Agreements and (B) the date the Supplemental Interest Trust Trustee receives the tax identification number, and thereafter prior to the expiration or obsolescence of such previously delivered form if the Supplemental Interest Trust Trustee is notified in writing or otherwise has actual knowledge thereof and (ii) shall, if requested by the Swap CounterpartyYield Maintenance Agreements Provider, deliver to the Swap Counterparty Yield Maintenance Agreements Provider promptly upon receipt each certification received from the Class SB Certificateholders pursuant to Section 10.06(c). If such tax identification number is obtained by the REMIC Administrator, the Form W-9 or equivalent form as required shall be executed, if required, and delivered by the REMIC Administrator to the same extent as set forth in the foregoing sentence, if permitted by applicable law.