Common use of REMIC Administration Clause in Contracts

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Greenwich Capital Acceptance Inc), Pooling and Servicing Agreement (HarborView Mortgage Loan Trust 2004-5), Pooling and Servicing Agreement (HarborView Mortgage Loan Trust 2004-7)

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REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master ServicerSecurities Administrator, the Securities Administrator Master Servicer or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) The Trustee shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Class X-2 Certificates and that is not an asset of any REMIC. The Securities Administrator shall treat the rights of the Holders of the Class X-2 Certificates to receive distributions from the Basis Risk Reserve Fund to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X-2 Certificates in favor of the Holders of the Class X-2 Certificates. Thus, the Class A-1A, Class X-0X, Xxxxx X-0X, Xxxxx X-0X, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (l) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (m) The Securities Administrator shall treat the Yield Maintenance Account as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the Holders of the Class Y Certificates and that is not an asset of any REMIC. Amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Holder of the Class Y Certificates.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (DSLA Mortgage Loan Trust 2004-Ar1), Pooling and Servicing Agreement (DSLA Mortgage Loan Trust 2004-Ar1)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections be made on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing DateFor purposes of such designations, the Securities Administrator interest rate of any regular interest that is computed by taking into account the weighted average of the Net Mortgage Rates of the Mortgage Loans shall apply be reduced by the amount of any expense paid by the Trust to the Internal Revenue Service for extent that (i) such expense was not taken into account in computing the Net Mortgage Rate of any Mortgage Loan, (ii) such expense does not constitute an employer identification number for each REMIC created hereunder by means “unanticipated expense” of a Form SS-4 or other acceptable method REMIC within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii) and shall file (iii) the amount of such expense was not taken into account in computing the interest rate of a Form 8811 with the Internal Revenue Service. (b) more junior Class of regular interests. The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller . The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s its duties as tax return preparer). (d) . The Securities Administrator shall prepare be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Securities Administration Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and fileother reports as required by this Agreement. The Securities Administrator shall prepare, and the Trustee shall sign and the Securities Administrator shall file, all of the each REMIC’s federal and appropriate state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC’s direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator or its designee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities Administrator, Administrator shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Trustee such information as is necessary for the Trustee to provide to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of . The Trustee, the Securities Administrator, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master ServicerSecurities Administrator, the Securities Administrator or Master Servicer and the Holder a of any Residual Certificate shall knowingly take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel addressed to the Trustee (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the Master ServicerSecurities Administrator, the Securities Administrator Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) . Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any the related REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) . The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) . No additional contributions of assets after the Startup Day shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Agreement. Neither the Trustee, Securities Administrator nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. On or before October 15 of each calendar year beginning in 2006, the Securities Administrator shall deliver to the Trustee an Officer’s Certificate stating, without regard to any actions taken by any party other than the Securities Administrator, the Securities Administrator’s compliance with provisions of this Section 11.01. Notwithstanding the priority and sources of payments set forth in Article VI hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this Section 11.01.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Homebanc Corp), Pooling and Servicing Agreement (HomeBanc 2006-1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the Master ServicerSecurities Administrator, the Securities Administrator Master Servicer or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R a Residual Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) The Trustee shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the Basis Risk Reserve Fund and the Yield Maintenance Account as outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class X Certificates and not as assets of any REMIC. The Securities Administrator shall treat the rights of the Holders of the LIBOR Certificates to receive distributions to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X Certificates in favor of the Holders of the LIBOR Certificates. Thus, the LIBOR Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (l) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Dsla Mortgage Loan Trust 2005-Ar5), Pooling and Servicing Agreement (DSLA Mortgage Loan Trust 2005-Ar4)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Class X Certificates and that is not an asset of any REMIC. The Securities Administrator shall treat the rights of the Holders of the Class X Certificates to receive distributions from the Basis Risk Reserve Fund to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X Certificates in favor of the Holders of the Class X Certificates. Thus, the Class 1-A, Class 2-A2, Class 2-A3, Class 2-A4A, Class 2-A4B, Class 3-A2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (l) The Securities Administrator shall treat the Yield Maintenance Account and Class 1-A Basis Risk Account as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the Holders of the Class Y Certificates and that is not an asset of any REMIC. Amounts transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Holder of the Class Y Certificates.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (HarborView Mortgage Loan Trust 2004-8), Pooling and Servicing Agreement (HarborView Mortgage Loan Trust 2004-8)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Master Servicer in fulfilling its respective duties hereunder hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns of as the direct representative each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each 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 any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee Trustee, the NIMS Insurer and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the NIMS Insurer and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee Trustee, the NIMS Insurer or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the case may beState of California for state tax purposes by virtue of the location of the Master Servicer, the Master Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Class R Certificate fails to pay such taxes, if any, when imposed. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2003, the Master Servicer shall deliver to the NIMS Insurer, the Trustee and each Rating Agency an Officers' Certificate stating the Master Servicer's compliance with the provisions of this Section 9.01.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Option One Mortgage Accept Corp Asset-Backed Cert Se 2002-6), Pooling and Servicing Agreement (Option One Mortgage Accep Corp Asset Back Certs Ser 2003 5)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities AdministratorTrustee’s duties as tax return preparer). (d) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designeesits designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the The Trustee, the Master Servicer or the Securities Administrator shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Class X-1 and Class X-2 Certificates as their interest may appear and that is not an asset of any REMIC. The Trustee shall treat the rights of the Holders of the LIBOR Certificates to receive distributions from the Basis Risk Reserve Fund to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X-1 and Class X-2 Certificates in favor of the Holders of the Class X-2 Certificates. Thus, the Class 1-A-1A, Class 1-A-1B, Class 2-A-1A, Class 2-A-1B, Class 2-A-1C, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract and the entitlements to receive payments from the Basis Risk Reserve Fund. On any Distribution Date on which the amount distributable with respect to the X-1-IO-1 or X-1-IO-2 Component exceeds the amount payable at the rate described in footnote (2) in the Preliminary Statement under the caption “The Certificates,” such excess shall be deemed to have been distributed in respect of the Class X-2 Certificates, deposited in the Basis Risk Reserve Fund, and distributed from the Basis Risk Reserve Fund in respect of those Components. Similarly, if the amount added to the Component Principal Balance on any Distribution Date in respect of the PO-1A or PO-1B Components exceeds the amount accrued as described in footnote (4) in the Preliminary Statement under the caption “The Certificates,” when such excess is paid, it shall be treated as having been distributed in respect of the Class PO-2 Certificates, deposited in the Basis Risk Reserve Fund, and distributed from the Basis Risk Reserve Fund in respect of those Components. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (HarborView Mortgage Loan Trust 2005-5), Pooling and Servicing Agreement (Greenwich Capital Acceptance Inc)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Master Servicer in fulfilling its respective duties hereunder hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns of as the direct representative each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each 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 any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee Trustee, the NIMs Insurer and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the NIMs Insurer and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee Trustee, the NIMs Insurer or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the case may beState of California for state tax purposes by virtue of the location of the Master Servicer, the Master Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Class R Certificate fails to pay such taxes, if any, when imposed. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. 125 (k) On or before April 15 of each calendar year beginning in 2002, the Master Servicer shall deliver to the NIMs Insurer, the Trustee and each Rating Agency an Officers' Certificate stating the Master Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete the Form 8811.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Option One Mort Ln Trust Asset Back Certs Ser 2001-3), Pooling and Servicing Agreement (Asset Backed Certificates Series 2001-2)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master ServicerSecurities Administrator, the Securities Administrator Master Servicer or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) The Trustee shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the Basis Risk Reserve Fund and the Yield Maintenance Account as outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class X Certificates and not as assets of any REMIC. The Securities Administrator shall treat the rights of the Holders of the LIBOR Certificates to receive distributions to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X Certificates in favor of the Holders of the LIBOR Certificates. Thus, the LIBOR Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (l) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (DSLA Mortgage Loan Trust 2004-Ar4), Pooling and Servicing Agreement (Greenwich Dsla Mortgage Loan Trust 2005-Ar1)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following For the Closing Datepurposes of the REMIC election in respect of REMIC 1, (i) the REMIC 1 Regular Interests shall be designated as the Regular Interests in REMIC 1 and the Class R-1 Interest shall be designated as the Residual Interest in REMIC 1, and (ii) the Regular Certificates (exclusive of the right to receive payments from the Excess Reserve Fund Account) shall be designated as the Regular Interests in REMIC 2 and the Class R-2 Interest shall be designated as the Residual Interest in REMIC 2. The Trustee shall not permit the creation of any “interests” in any Trust REMIC (within the meaning of Section 860G of the Code) other than the REMIC 1 Regular Interests, the Securities Administrator shall apply to Class R-1 Interest, the Internal Revenue Service for an employer identification number for each REMIC created hereunder Class R-2 Interest, and the interests represented by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue ServiceCertificates. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder hereunder. The Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Distribution Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs’ federal and state tax and information returns as the direct representative of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the a Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master ServicerThe Trustee, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a Residual of any Class R Certificate shall knowingly take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an Adverse REMIC Event Event”) unless the Trustee Trustee, the Certificate Insurer and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such actionaction but in no event at the expense of the Trustee) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the a Class A-R Certificate will consult with the TrusteeServicer and the Certificate Insurer, the Master Servicer, the Securities Administrator or their its respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee Servicer or the Securities Administrator Certificate Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the a Class A-R Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal federal, state or state local governmental authorities. To the extent that such Trust taxes are not paid by the a Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in the related REMIC. If any tax is imposed on “prohibited transactions” (as defined in Section 860F(a)(2) of the Code) of any REMIC created hereunder, on the “net income form foreclosure property” of any REMIC created hereunder as defined in Section 860G(c) of the Code, on any contribution to any REMIC created hereunder after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including any minimum tax imposed on any REMIC created hereunder pursuant to Sections 23153 and 24874 of the California Revenue and Taxation Code, if not paid as otherwise provided for herein, the tax shall be paid by (i) the Trustee, if any such REMICother tax arises out of or results from negligence of the Trustee in the performance of its obligations under this Agreement, (ii) the Servicer or the Seller, in the case of any such minimum tax, if such tax arises out of or results from a breach by the Servicer or Seller of any of their obligations under this Agreement, (iii) the Seller, if any such tax arises out of or results from the Seller’s obligation to repurchase a Mortgage Loan pursuant to Section 2.03, or (iv) in all other cases, or if the Trustee, the Servicer, or the Seller fails to honor its obligations under the preceding clauses (i), (ii), or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as the case may beprovided in Section 3.11(b). (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15th of each calendar year beginning in 2006, the Servicer shall deliver to the Trustee and each Rating Agency an Officers’ Certificate stating the Servicer’s compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete and timely file the Form 8811.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (IndyMac Residential Mortgage-Backed Trust, Series 2006-L3), Pooling and Servicing Agreement (IndyMac Residential Mortgage-Backed Trust, Series 2006-L3)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Master Servicer in fulfilling its respective duties hereunder hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns of as the direct representative each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each 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 any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee Trustee, the NIMS Insurer and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the NIMS Insurer and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee Trustee, the NIMS Insurer or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the case may beState of California or any other state for state tax purposes by virtue of the location of the Master Servicer or any subservicer, the Master Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Class R Certificate fails to pay such taxes, if any, when imposed. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2004, the Master Servicer shall deliver to the NIMS Insurer, the Trustee and each Rating Agency an Officers' Certificate stating the Master Servicer's compliance with the provisions of this Section 9.01.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2004-1), Pooling and Servicing Agreement (Option One Mort Accep Corp Asset Backed Cert Ser 2003-6)

REMIC Administration. (a) As The Trustee shall make or cause to be made REMIC elections for each of REMIC 1 and REMIC 2 as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder hereunder. The Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Trust. (d) The Securities Administrator Trustee shall prepare or cause to be prepared, sign and filefile or cause to be filed, and the Trustee shall sign all of the each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate shall perform be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC, and the Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder formed under this Agreement to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Servicer or the Holder a Residual of the Class R Certificate shall take any action, action or cause any REMIC created hereunder formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee Trustee, the NIMS Insurer and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder formed under this Agreement or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the NIMS Insurer and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee Trustee, the NIMS Insurer or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each The Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder formed under this Agreement by federal or state governmental authorities, but only from amounts, if any, distributable thereon. To the extent that such Trust REMIC taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such REMICthe REMIC Regular Interests or the Certificates, as the case may be. (h) The Securities Administrator Trustee, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC created hereunder formed under this Agreement on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansEligible Substitute Mortgage Loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year, beginning in 2005, the Trustee shall deliver to each Rating Agency and the NIMS Insurer an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 9.01. (l) The Trustee shall treat (i) the rights of the Offered Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class CE Certificateholders in favor of the Holders of the Offered Certificates and (ii) the rights of the Class CE Certificates under the Yield Maintenance Agreement in accordance with the terms thereof and shall assign such rights for federal tax return and information reporting a value of zero. The Trustee shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder. The provisions of this paragraph are intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Offered Certificates receive interest in excess of their Certificate Interest Rate, such interest will be treated as distributed to the Class CE Certificates, together with any amount deposited in the Reserve Account in respect of the Yield Maintenance Agreement, and then paid to the respective Classes of Offered Certificates pursuant to the related interest rate cap agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Abfc Asset-Backed Certificates Series 2004-Opt2), Pooling and Servicing Agreement (Asset Backed Funding Corp. ABFC Asset Backed Certificates Series 2004-Opt3)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee The Securities Administrator shall elect to treat each REMIC created hereby hereunder as a REMIC for federal tax purposesunder the Code and, if necessary, under applicable state law. The Trustee shall sign and the Securities Administrator shall file Each such elections election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the R-I interest shall be designated as the Residual Interest in REMIC I. The regular interests Certificates (other than the Residual Certificates) shall be designated as the Regular Interests in each REMIC II and the R-II interest shall be designated as the Residual Interest in REMIC II. The Securities Administrator shall not permit the creation of any “interests” in any REMIC created hereunder (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests and the related residual interest shall be as designated in interests represented by the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue ServiceCertificates. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section Section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Securities Administrator shall pay out of funds on deposit in the Distribution Account, any and all expenses relating to any tax related expenses audit of the Trust Fund (not including taxes) of each REMIC created hereunderincluding, including but not limited to to, any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC created hereunder that involve the Internal Revenue Service or state tax authorities) unless such expenses, but only to professional fees or any administrative or judicial proceedings are incurred by reason of the extent that Securities Administrator’s willful misfeasance, bad faith or negligence. The Securities Administrator, as agent for the tax matters person for each REMIC formed hereby, shall (i) such expenses are ordinary act on behalf of the Trust Fund in relation to any tax matter or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or controversy involving any REMIC created hereunder and (ii) such represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and will be entitled to reimbursement from the Trust Fund for any expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or incurred by the Securities Administrator in fulfilling its respective duties hereunder (including connection therewith unless such administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority is incurred by reason of the Securities Administrator’s duties as tax return preparer). (d) willful misfeasance, bad faith or negligence. The Securities Administrator shall prepare and file, and the Trustee shall sign all holder of the federal and state tax and information returns largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder (collectivelyhereunder. By their acceptance thereof, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer holder of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each largest Percentage Interest of the Master Servicer, the Trustee and the Securities Administrator (Residual Certificates hereby agrees to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, irrevocably appoint the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder an Affiliate as its agent to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense perform all of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder duties of the Class A-R Certificate will consult with tax matters person for the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occurTrust Fund. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Mortgage Acquisition Corp. 2005-Fld1), Pooling and Servicing Agreement (J.P. Morgan Mortgage Acquisition Corp. 2005-Opt1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R such Residual Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the such Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat each of the Basis Risk Reserve Fund and the Yield Maintenance Account as outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class X Certificates and not as assets of any REMIC. The Securities Administrator shall treat the rights of the Holders of the LIBOR Certificates to receive distributions to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X Certificates in favor of the Holders of the LIBOR Certificates. Thus, the LIBOR Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement, Pooling and Servicing Agreement (HarborView Mortgage Loan Trust 2005-11)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Master Servicer in fulfilling its respective duties hereunder hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”including Form 8811) as the direct representativerepresentative each REMIC created hereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to 122 take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC, as the case may be. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2002, the Master Servicer shall deliver to the Trustee and each Rating Agency an Officers' Certificate stating the Master Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Asset Backed Certificates Series 2001-Ff2)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, two REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust Fund. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will each interest in any REMIC created hereby shall be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities AdministratorTrustee’s duties as tax return preparer). (d) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. If one or more Classes of Regular Certificates are issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Trustee, on behalf of the Trust Fund and upon receipt of written direction from the Depositor, will determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument and based solely on information provided by the Depositor to the Trustee. (e) The Securities Administrator Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, however, shall have no information or other tax reporting obligations with respect to the Final Maturity Reserve Trust. In addition, the Administrator shall have no information or other tax reporting obligations with respect to the Yield Maintenance Trust. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Trustee or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator any NIMS Insurer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Residual Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator NIMS Insurer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator any NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state governmental authorities. To the extent that such Trust Fund taxes are not paid by the Class A-R Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator The Trustee shall not enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h), and not as assets of any REMIC. The Holders of the Class C Certificates are the owners of the Basis Risk Reserve Fund. The Trustee shall treat the rights of the Holders of the LIBOR Certificates to receive distributions to cover Basis Risk Shortfalls from either the Basis Risk Reserve Fund or the Yield Maintenance Account as payments under a cap contract written by the Holders of the Class C Certificates in favor of the related Holders of the LIBOR Certificates. Thus, the LIBOR Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (l) The Trustee shall treat the Final Maturity Reserve Trust as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class C Certificates and not assets of any REMIC. The Class C Certificateholder shall be treated as the owner of the Final Maturity Reserve Trust and any payments made from the Final Maturity Reserve Trust to beneficial owners of Certificates (other than the Class C Certificates) shall be treated for federal income tax purposes as payments made by the Class C Certificateholder in exchange for an interest in the Certificates then owned by such beneficial owners. (m) The Trustee shall treat each of the Yield Maintenance Trust, the Yield Maintenance Trust Account and the Yield Maintenance Account as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h), and not as assets of any REMIC. The Holders of the Class C Certificates are the owners of the Yield Maintenance Trust, the Yield Maintenance Trust Account and the Yield Maintenance Account. The Trustee shall treat the rights of the Holders of the LIBOR Certificates to receive distributions to cover Basis Risk Shortfalls as payments under the cap contracts written by the Holders of the Class C Certificates in favor of the related Holders of the LIBOR Certificates. Thus, the LIBOR Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the LIBOR Certificates, the interest rate cap contract shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (n) For federal income tax purposes, upon any sale of the property held by the Trust Fund pursuant to Section 10.01(a), any NIM Redemption Amount and any Premium Proceeds paid by the Servicer shall not be treated as a portion of the purchase price paid for such property but shall instead be treated as an amount paid by the Servicer to the Holder of the Class C Certificates pursuant to a cash settled call option with respect to the property held by the Trust Fund.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView 2006-10)

REMIC Administration. (a) As REMIC elections as set forth in -------------------- the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Master Servicer in fulfilling its respective duties hereunder (including the Securities Administrator’s its duties as tax return preparer). The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Securities Administrator Master Servicer shall prepare and fileprepare, and the Trustee shall sign and file, all of the each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsMaster Servicer. (e) The Securities Administrator Master Servicer shall act as Tax Matters Person for each REMIC. The Master Servicer or its designee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities Administrator, Master Servicer shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any the REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any the REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any the related REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 1999, the Master Servicer shall deliver to the Trustee and each Rating Agency an Officer's Certificate stating the Master Servicer's compliance with the provisions of this Section 10.01. (l) The Trustee shall treat each of the four Basis Risk Reserve Funds as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the Holder of the Class X Certificate related to the Mortgage Pool in connection with which such Basis Risk Reserve Fund was established and that is not an asset of the REMIC. The Trustee shall treat the rights of the Class A-1, Class A-0, Xxxxx X-0, Class M-1, Class M-2, and Class B Certificateholders to receive payments from any Basis Risk Reserve Fund in the event of a Basis Risk Shortfall as rights in an interest rate cap contract written by the related Class X Certificateholder in favor of the Class A-1, Class A-2, Class A-0, Xxxxx X-0, Class M-2, and Class B Certificateholders. Thus, each Class A-1, Class A-2, Class A-0, Xxxxx X-0, Class M-2, and Class B Certificate shall be treated as representing not only ownership of regular interests in REMIC 4, but also ownership of an interest in four discrete interest rate cap contracts. For purposes of determining the issue prices of the REMIC 4 regular interests, the Trustee shall assume that the interest rate cap contracts have only a nominal value.

Appears in 1 contract

Samples: Trust Agreement (Structured Asset Securities Corp)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Master Servicer in fulfilling its respective duties hereunder hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns of as the direct representative each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each 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 any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee Trustee, the NIMS Insurer and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the NIMS Insurer and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee Trustee, the NIMS Insurer or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the case may beState of California for state tax purposes by virtue of the location of the Master Servicer, the Master Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Class R Certificate fails to pay such taxes, if any, when imposed. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. 140 (k) On or before April 15 of each calendar year beginning in 2003, the Master Servicer shall deliver to the NIMS Insurer, the Trustee and each Rating Agency an Officers' Certificate stating the Master Servicer's compliance with the provisions of this Section 9.01.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Cert Ser 2002-3)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, two REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust Fund. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will each interest in any REMIC created hereby shall be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities AdministratorTrustee’s duties as tax return preparer). (d) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. If one or more Classes of Regular Certificates are issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Trustee, on behalf of the Trust Fund and upon receipt of written direction from the Depositor, will determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument and based solely on information provided by the Depositor to the Trustee. (e) The Securities Administrator Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, however, shall have no information or other tax reporting obligations with respect to the Final Maturity Reserve Trust. In addition, the Yield Maintenance Administrator shall have no information or other tax reporting obligations with respect to the Yield Maintenance Trust. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Trustee or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator any NIMS Insurer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Residual Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator NIMS Insurer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator any NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state governmental authorities. To the extent that such Trust Fund taxes are not paid by the Class A-R Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansMortgage Loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator The Trustee shall not enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat the Basis Risk Reserve Fund, Yield Maintenance Trust, the Yield Maintenance Trust Account and the Yield Maintenance Account as outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h), and not as assets of any REMIC. The Holders of the Class C Certificates are the owners of each such outside reserve fund. (l) The Trustee shall treat the rights of the Holders of the LIBOR Certificates to receive distributions to cover Basis Risk Shortfalls, as payments under a cap contract written by the Holders of the Class C Certificates in favor of the related Holders of the LIBOR Certificates. Thus, the LIBOR Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (m) The Trustee shall treat the Final Maturity Reserve Trust as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class C Certificates and not assets of any REMIC. The Class C Certificateholder shall be treated as the owner of the Final Maturity Reserve Trust and any payments made from the Final Maturity Reserve Trust to beneficial owners of Certificates (other than the Class C Certificates) shall be treated for federal income tax purposes as payments made by the Class C Certificateholder in exchange for an interest in the Certificates then owned by such beneficial owners. (n) For federal income tax purposes, upon any sale of the property held by the Trust Fund pursuant to Section 10.01(a), any NIM Redemption Amount and any Premium Proceeds paid by the Servicer shall not be treated as a portion of the purchase price paid for such property but shall instead be treated as an amount paid by the Servicer to the Holder of the Class C Certificates pursuant to a cash settled call option with respect to the property held by the Trust Fund.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView 2007-1)

REMIC Administration. (a) As The Trustee shall make or cause to be made REMIC elections for each of REMIC 1 and REMIC 2 as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder hereunder. The Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Trust. (d) The Securities Administrator Trustee shall prepare or cause to be prepared, sign and filefile or cause to be filed, and the Trustee shall sign all of the each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate shall perform be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC, and the Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder formed under this Agreement to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Servicer or the Holder a Residual of the Class R Certificate shall take any action, action or cause any REMIC created hereunder formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger or cause the loss of the status of such REMIC as a REMIC or (ii) result in the imposition of any tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee Trustee, the NIMS Insurer and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder formed under this Agreement or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master NIMS Insurer and the Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee Trustee, the NIMS Insurer or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each The Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder formed under this Agreement by federal or state governmental authorities, but only from amounts, if any, distributable thereon. To the extent that such Trust REMIC taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such REMICthe REMIC Regular Interests or the Certificates, as the case may be. (h) The Securities Administrator Trustee, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC created hereunder formed under this Agreement on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansEligible Substitute Mortgage Loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat (i) the rights of the Class A and Class M Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class CE Certificateholders in favor of the Holders of the Class A and Class M Certificates and (ii) the rights of the Class CE Certificates under the Class A Yield Maintenance Agreement, Class M-1, Class M-2 and Class M-3 Yield Maintenance Agreement and Class M-4, Class M-5, Class M-6 and Class M-7A Yield Maintenance Agreement ix xxxxxxxxxx xith the respective terms thereof and shall assign such rights for federal tax return and information reporting a value of zero. The Trustee shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder. The provisions of this paragraph are intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Class A and Class M Certificates receive interest in excess of their Certificate Interest Rate, such interest will be treated as distributed to the Class CE Certificates, together with any amounts deposited in the Class A Reserve Account in respect of the Class A Yield Maintenance Agreement, the Class M-1, Class M-2 and Class M-3 Reserve Account in respect of the Class M-1, Class M-2 and Class M-3 Yield Maintenance Agreement and the Class M-4, Class M-5, Class M-6 and Class M-7A Reserve Account in respect of the Class M-4, Class M-5, Class M-6 and Class M-7A Yield Maintenance Agreement, xxx xxxx xxxx to the respective Class A and Class M Certificates pursuant to the related interest rate cap agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust 2004-Ff10 Asset-Backed Certificates, Series 2004-Ff10)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Master Servicer in fulfilling its respective duties hereunder hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns of as the direct representative each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each 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 any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee Trustee, the NIMs Insurer and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the NIMs Insurer and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee Trustee, the NIMs Insurer or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the case may beState of California for state tax purposes by virtue of the location of the Master Servicer, the Master Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Class R Certificate fails to pay such taxes, if any, when imposed. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. 123 (k) On or before April 15 of each calendar year beginning in 2002, the Master Servicer shall deliver to the NIMs Insurer, the Trustee and each Rating Agency an Officers' Certificate stating the Master Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete the Form 8811.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Option One Mort Accep Corp Asset Backed Cert Ser 2001-1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, two REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service IRS for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method method, and shall timely complete and file a Form 8811 with the Internal Revenue Service8811. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Seller in fulfilling its respective duties hereunder (including the Securities Administrator’s its duties as tax return preparer). The Seller shall be entitled to reimbursement of expenses referred to in clause (i) above from the Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class A-R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC created hereunder and shall act as Tax Matters Person for each such REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer Transfer of the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s its control and the scope of its specific responsibilities under the Agreement) ), the Servicer and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a Residual of the Class A-R Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC created hereunder as a REMIC or (ii) result in the imposition of a tax upon any REMIC created hereunder (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in each such REMIC, as the case may be. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansQualified Substitute Mortgage Loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenwich Capital Acceptance Inc)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities AdministratorTrustee’s duties as tax return preparer). (d) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designeesits designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R such Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the such Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the The Trustee, the Master Servicer or the Securities Administrator shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat the Basis Risk Reserve Fund and the Yield Maintenance Account as outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h). The Basis Risk Reserve Fund X-1 Subaccount, Basis Risk Reserve Fund X-2 Subaccount, Basis Risk Reserve Fund X-3 Subaccount, Basis Risk Reserve Fund X-4 Subaccount and Basis Risk Reserve Fund X-B Subaccount shall be treated as being beneficially owned by the holders of the C Class X-1, Class X-2, Class X-3, Class X-4 and Class X-B Certificates, respectively. The Yield Maintenance Account shall be treated as being beneficially owned by the holders of the Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class 2-A1C, Class 3-A1A, Class 3-A1B and Class 3-A1C Certificates. The Trustee shall treat the rights of the Holders of the MTA and LIBOR Certificates to receive distributions from the related Subaccount of the Basis Risk Reserve Fund to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X-1 Certificates, in the case of the Class 1-A1A and Class 1-A1B Certificates, the Class X-2 Certificates, in the case of the Class 2-A1A, Class 2-A1B and Class 2-A1C Certificates, the Class X-3 Certificates, in the case of the Class 3-A1A, Class 3-A1B and Class 3-A1C Certificates, Class X-4 Certificates, in the case of the Class 4-A1A and Class 4-A1B Certificates, and the Class X-B Certificates, in the case of the Subordinate Certificates. Amounts deposited into the Basis Risk Reserve Fund X-1 Subaccount, the Basis Risk Reserve Fund X-2 Subaccount, the Basis Risk Reserve Fund X-3 Subaccount, the Basis Risk Reserve Fund X-4 Subaccount and the Basis Risk Reserve Fund X-B Subaccount shall be treated for federal income tax purposes as amounts distributed on the Class X-1, Class X-2, Class X-3, Class X-4 and Class X-B Certificates, respectively. Thus, the Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class 2-A1C, Class 3-A1A, Class 3-A1B, Class 3-A1C, Class 4-A1A, Class 4-A1B, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12 Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (l) For federal income tax purposes, and with respect to any of the first three Distribution Dates, amounts distributed with respect to the MT-1-X Interest shall be deemed to have been distributed in respect of the Class X-1 Certificates and then deposited in the Basis Risk Reserve Fund X-1

Appears in 1 contract

Samples: Pooling Agreement (HarborView Mortgage Loan Trust 2005-16)

REMIC Administration. (a) As The Trustee shall make or cause to be made REMIC elections for each of REMIC A, REMIC B, REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5 and REMIC 6 as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Servicer in fulfilling its respective duties hereunder hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare or cause to be prepared, sign and filefile or cause to be filed, and the Trustee shall sign all of the each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Residual Certificates with respect to each REMIC holding the largest Percentage Interest shall perform be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to the applicable REMIC or REMICs, and the Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Servicer or the Holder a of any Residual Certificate shall take any action, action or cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due its pro rata share of any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust REMIC taxes are not paid by the Class A-R CertificateholderResidual Certificateholders, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in each REMIC or, if no such amounts are available, out of other amounts held in the Distribution Collection Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such REMICthe REMIC Regular Interests or the Certificates, as the case may be. (h) The Securities Administrator Trustee, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansEligible Substitute Mortgage Loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2003, the Servicer shall deliver to the Trustee and each Rating Agency an Officer's Certificate stating the Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee shall treat the rights of the Offered P&I Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class CE Certificateholders in favor of the Holders of the Offered Certificates, and the Trustee shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder. This provision is intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Offered Certificates receive interest in excess of the Class AI-1 REMIC Pass-Through Rate, Class AI-2 REMIC Pass-Through Rate, Class AI-3 REMIC Pass-Through Rate, Class AI-4 REMIC Pass-Through Rate, Class AII-1 REMIC Pass-Through Rate, Class M-1 REMIC Pass-Through Rate, Class M-2 REMIC Pass-Through Rate, Class M-3 REMIC Pass-Through Rate and Class B REMIC Pass-Through Rate, as applicable, such interest will be treated as distributed on the REMIC 4 Components, pro rata, beneficially owned by the Class CE Certificates and then paid to the respective Class of Offered P&I Certificates pursuant to the related interest rate cap agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Abfc Asset Backed Certificates Series 2002-Sb1)

REMIC Administration. (a) As The Trustee shall make or cause to be made REMIC elections for each of REMIC 1, REMIC 2, REMIC A, REMIC B, REMIC C, REMIC D, REMIC E and REMIC F, as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Servicer in fulfilling its respective duties hereunder hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare or cause to be prepared, sign and filefile or cause to be filed, and the Trustee shall sign all of the each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Residual Certificates with respect to the Residual Interest in the related REMIC holding the largest Percentage Interest shall perform be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to the applicable REMICs, and the Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or nor the Holder a of any Residual Certificate shall take any action, action or cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless such action or failure to take such action is expressly permitted under the terms of this Agreement or the Trustee and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due its pro rata share of any and all taxes imposed on any related REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust REMIC taxes are not paid by the Class A-R CertificateholderResidual Certificateholders, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in respect of the related REMIC or, if no such amounts are available, out of other amounts held in the Distribution Collection Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such REMICthe REMIC Regular Interests or the Certificates, as the case may be. (h) The Securities Administrator Trustee, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansEligible Substitute Mortgage Loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2006, the Servicer shall deliver to the Trustee and each Rating Agency an Officer's Certificate stating the Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee shall treat (i) the rights of the Fixed-Rate and Floating Rate Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class X and Class N Certificateholders, as beneficial owners of the REMIC A Class X/N Interest, in favor of the Holders of the Fixed-Rate and Floating Rate Certificates, and the Trustee shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder and (ii) the rights of the Holders of the Class X/N Interest under the Group I Yield Maintenance Agreement, the Class AF-1 Yield Maintenance Agreement and the Class M Yield Maintenance Agreement in accordance with the terms thereof and shall assign such rights for federal tax return and information reporting a value of zero. This provision is intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Floating Rate and Fixed Rate Certificates receive interest in excess of their Pass-Through Rate, such interest will be treated as distributed to the Holders of the Class X/N Interest, together with any amount deposited in the Group I Reserve Account in respect of the Group I Yield Maintenance Agreement, the Class AF-1 Reserve Account in respect of the Class AF-1 Yield Maintenance Agreement and the Class M Reserve Account in respect of the Class M Yield Maintenance Agreement, and then paid to the respective Classes of Fixed-Rate and Floating Rate Certificates pursuant to the related interest rate cap agreement. To the extent any Cap Carryover Amount is paid from funds other than a Yield Maintenance Agreement, such payment shall be treated as distributed to REMIC A in respect of the REMIC A Class X/N Interest and then paid to the applicable Class of Certificates pursuant to the related interest rate cap agreement. (m) [Reserved] (n) In the event that the beneficial ownership of the Class N Certificates and the Class X Certificates is held by a single Person for federal income tax purposes, such Person shall be treated as the beneficial owner of the REMIC A Class X/N Interest. In the event that beneficial ownership of the Class N and the Class X Certificates is held by two or more Persons for tax purposes, the Trustee shall treat the Class N Certificateholders and the Class X Certificateholders as partners in a partnership that owns the REMIC A Class X/N Interest for federal income tax purposes and shall not treat the Class N and Class X Certificates as an interest in any REMIC created hereunder. By acquiring the Class N Certificates and the Class X Certificates, the respective Holders will agree to treat the Class N Certificates and the Class X Certificates in the manner described in the preceding sentence for federal income tax purposes in the event that the beneficial ownership of the Class N Certificates and the Class X Certificates is separated. In such event, (i) a separate capital account shall be established and maintained for each Holder of a Class N or Class X Certificate in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv), which shall be credited with income or gain and debited by any expenses or losses and distributions allocable to such Certificates, (ii) the Class N Certificates shall be allocated income in an amount equal to interest at the Pass-Through Rate thereon and any original issue discount that would be reportable thereon if the Class N Certificate were a debt instrument issued on the date ownership of the Class N and Class X Certificates is separated, with a principal balance equal to its Notional Amount, (iii) the Class X and Class N Certificates shall be allocated income with respect to all prepayment penalties (including amounts in connection with the full or partial waiver of such prepayment penalties or premiums pursuant to Section 3.01) in accordance with the allocation of such amounts pursuant to Section 4.02(c), to the extent not allocated pursuant to Section 9.01(n)(ii) above, (iv) the Class X and Class N Certificates shall be allocated accruals (under any reasonable method) of any "cap premiums" deemed received on the date ownership of the Class X and Class N Certificates is separated in respect of the obligation of the Class X/N Interest to pay Cap Carryover Amounts, and shall be allocated expense in respect of any actual payment of such Cap Carryover Amounts based on which one of such Classes economically bears such expense, (v) the Class X Certificates shall be allocated all remaining income and any expenses and Realized Losses with respect to the Class X/N Interest, until the capital account of the Class X Certificates is reduced to zero, and any remaining expenses or losses shall be allocated to the Class N Certificates, (vi) neither the Class N Certificates nor the Class X Certificates shall be responsible for restoring any deficit to its capital account, (vii) upon termination of the Trust Fund pursuant to Article X, all amounts available for distribution to Holders of the Class N and Class X Certificates shall be distributed in accordance with their positive capital account balances, first to the Class N Certificates until their Notional Amount and any accrued but unpaid interest thereon are reduced to zero, and then to the Class X Certificates, and (viii) the Trustee shall maintain books and records with respect to the partnership on a calendar year basis (unless a different taxable year shall be required by the Code) and shall prepare or cause to be prepared, and cause the Holder of the largest Percentage Interest of the Class X Certificates to sign and file or cause to be filed all federal and state tax and information returns for the partnership, and shall furnish or cause to be furnished Schedule K-1 to the Holders of the Class N and Class X Certificates at the time required by the Code. Unless otherwise directed by a majority of the Percentage Interests of the Class X and Class N Certificates, the Trustee shall not make an election under Section 754 of the Code. The Holder of the largest Percentage Interest of the Class X Certificates, by acceptance of its Class X Certificate, agrees to act as "tax matters partner" (within the meaning of Section 6231(a)(7) of the Code) and to sign and timely file all federal and state partnership tax and information returns prepared by the Trustee pursuant to this Section 9.01(n).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (ABFC C-Bass Mortgage Loan Asset-Backed Certificates, Series 2005-Cb5)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, three REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. Because certain Classes of Regular Certificates are expected to be issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Securities Administrator, on behalf of the Trust, intends to determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Securities Administrator, however, shall have no information or other tax reporting obligations with respect to the Final Maturity Reserve Trust. (f) Each of the Master ServicerTrustee, the Trustee and the Securities Administrator and the Holders of Certificates (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any the REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their its designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Securities Administrator shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, the Master Servicer or Trustee nor the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the Final Maturity Reserve Trust as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class I Certificates and not assets of any REMIC. The Class I Certificateholder shall be treated as the owner of the Final Maturity Reserve Trust and any payments made from the Final Maturity Reserve Trust to beneficial owners of Certificates (other than the Class I Certificates) shall be treated for federal income tax purposes as payments made by the Class I Certificateholder in exchange for an interest in the Certificates then owned by such beneficial owners. (l) The Yield Maintenance Agreements and each of the Yield Maintenance Sub Accounts shall not be treated as an asset of any REMIC created hereunder. Instead, each owner of a Class A-1-A, Class A-1-B. Class A-1-C. and Class A-X-1 shall be treated as owning an interest in the Group 1 Yield Maintenance Agreement. For federal income tax reporting purposes, as of the Closing Date, the value of the interest in the Group 1 Yield Maintenance Agreement owned by each Class of certificates expressed as a percentage of the Class Certificate Principal Balance, or Class Certificate Notional Balance, as applicable, is as follows: Class A-1-A 0%, Class A-1-B 0%, Class A-1-C 0%, and Class A-X-1, 0.023%. Moreover, each owner of a Class A-2-A, Class A-2-B. Class A-2-C. and Class A-X-2 shall be treated as owning an interest in the Group 2 Yield Maintenance Agreement. For federal income tax reporting purposes, as of the Closing Date, the value of the interest in the Group 2 Yield Maintenance Agreement owned by each Class of certificates expressed as a percentage of the Class Certificate Principal Balance, or Class Certificate Notional Balance, as applicable, is as follows: Class A-2-A 0%, Class A-2-B 0%, Class A-2-C 0%, and Class A-X-2, 0.051%. (m) For federal income tax purposes, each Certificate Owner of Auction Certificate shall be treated as a party to the Auction Swap Agreement which shall represent contractual rights and obligations that are separate from the regular interest related to such Auction Certificate. For purposes of determining the issue prices of the Auction Certificates, it shall be assumed that such separate rights and obligations have a zero value unless and until required otherwise by the applicable taxing authority.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg 2006-2)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, two REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return and, if applicable, under Applicable State or Local Tax Laws for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and the sole class of residual interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. The Servicer shall not permit the creation of, nor shall the Trustee create, any "interests" (within the meaning of Section 860G of the Code) in any REMIC created hereunder other than the interests specified in the immediately preceding sentence. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service IRS for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Servicemethod. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s its duties as tax return preparer). The Trustee shall be entitled to reimbursement of expenses referred to in clause (i) above from the Collection Account. (d) The Securities Administrator Trustee shall prepare and fileprepare, and the Trustee shall sign (or cause to be signed) and file, all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class A-R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC created hereunder and shall act as Tax Matters Person for each such REMIC. By its acceptance hereof, the Tax Matters Person hereby appoints the Trustee as its agent to perform all of the duties of the Tax Matters Person with respect to each REMIC created hereunder and the Trustee hereby accepts such appointment. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer Transfer of the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s its control and the scope of its specific responsibilities under the Agreement) ), the Servicer and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a Residual of the Class A-R Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC created hereunder as a REMIC or (ii) result in the imposition of a tax upon any REMIC created hereunder (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (any such event, an "Adverse REMIC Event Event") unless the Trustee and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. Should the Trustee choose to consult tax counsel as permitted under Section 8.02(a)(ii) in advising any Holder of the Class A-R Certificate that a proposed action may result in an Adverse REMIC Event, fees and expenses related to such consultation with tax counsel shall be paid from the Collection Account. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in each such REMIC, as the case may be.. 100 (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenwich Capital Acceptance Inc MRT Ln Ps Th CRT Sr 01 Frb1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, three REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. Because certain Classes of Regular Certificates are expected to be issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Securities Administrator, on behalf of the Trust, intends to determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any the REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their its designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Securities Administrator shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, the Master Servicer or Trustee nor the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the Available Funds Cap Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Class A-X Certificates and that is not an asset of any REMIC. The Securities Administrator shall treat the rights of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificateholders to receive distributions from the Available Funds Cap Reserve Fund as payments under a cap contract written by the Class A-X Certificateholders in favor of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificateholders. Thus, the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contract shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (l) For federal income tax purposes, each Certificate Owner of Auction Certificate shall be treated as a party to the Auction Swap Agreement which shall represent contractual rights and obligations that are separate from the regular interest related to such Auction Certificate. For purposes of determining the issue prices of the Auction Certificates, it shall be assumed that such separate rights and obligations have a zero value unless and until required otherwise by the applicable taxing authority.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2005-2)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities AdministratorTrustee’s duties as tax return preparer). (d) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designeesits designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R such Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the such Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the The Trustee, the Master Servicer or the Securities Administrator shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat the Basis Risk Reserve Fund as an outside reserve funded within the meaning of Treasury Regulation Section 1.860G-2(h). The Basis Risk Reserve Fund X-1 Subaccount, the Basis Risk Reserve Fund X-2 and the Basis Risk Reserve Fund X-B Subaccount shall be treated as being beneficially owned by the holders of the Class X-1 Certificates, the Class X-2 Certificates and the Class X-B Certificates, respectively. The Trustee shall treat the rights of the Holders of the MTA Certificates and LIBOR Certificates, as applicable, to receive distributions from the related Subaccount of the Basis Risk Reserve Fund to cover Basis Risk Shortfalls as payments under an interest rate cap contract written by (i) the Holders of the Class X-1 Certificates, in the case of the Class 1-A1A and Class 1-A1B Certificates, (ii) the Holders of the Class X-2 Certificates, in the case of the Class 2-A1A, Class 2-A1B and Class 2-A1C Certificates, and (iii) the Holders of the Class X-B Certificates, in the case of the Subordinate Certificates. Amounts deposited into the Basis Risk Reserve Fund X-1 Subaccount shall be treated for federal income tax purposes as amounts distributed on the Class X-1 Certificates. Amounts deposited into the Basis Risk Reserve Fund X-2 Subaccount shall be treated for federal income tax purposes as amounts distributed on the Class X-2 Certificates. Amounts deposited into the Basis Risk Reserve Fund X-B Subaccount shall be treated for federal income tax purposes as amounts distributed on the Class X-B Certificates. (l) For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority.

Appears in 1 contract

Samples: Pooling Agreement (Harborview 2006-5)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, two REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrustee. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service IRS for an employer identification number for each the REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Servicemethod. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s its duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s its control and the scope of its specific responsibilities under the Agreement) ), the Securities Administrator and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any the REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC created hereunder as a REMIC or (ii) result in the imposition of a tax upon any REMIC created hereunder (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an Adverse REMIC Event Event”) unless the Trustee and the Securities Administrator have has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenwich Capital Acceptance Inc)

REMIC Administration. (a) As The Trustee shall make or cause to be made REMIC elections for each of REMIC 1, REMIC 2 and REMIC A as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby on Forms 1066 as a REMIC for federal tax purposes. The Trustee shall sign and prepared by the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The Securities Administrator shall prepare such Forms 1066 and any other appropriate federal tax or information return and deliver them to the Trustee on a timely basis for the Trustee's execution. The Trustee shall execute and the Securities Administrator shall file such forms. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder hereunder. The Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Trust. (d) The Securities Administrator shall prepare and fileor cause to be prepared, and cause the Trustee to sign and the Securities Administrator shall sign all of the file or cause to be filed, each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the The Securities Administrator shall have no obligation will apply for an Employer Identification Number from the Internal Revenue Service via a form SS-4 or any other acceptable method for all REMICs and other tax entities and will also file a Form 8811 with respect to prepare, file or otherwise deal all such REMICs with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Holder of a Residual Certificate shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to REMIC 1 and REMIC 2, and the Securities Administrator is irrevocably designated as and shall perform act as attorney-in-fact and agent for such Tax Matters Person for REMIC 1 and REMIC 2. The Holder of the Class R-X Certificate shall be the Tax Matters Person with respect to REMIC A, and the Securities Administrator is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for REMIC A. The Securities Administrator, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities Administrator, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the a Class AR or Class R-R X Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Securities Administrator, the Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder formed under this Agreement to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual of the Class R or Class R-X Certificate shall take any action, action or cause any REMIC created hereunder formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Securities Administrator, the Trustee and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder formed under this Agreement or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class AR or Class R-R X Certificate will consult with the TrusteeSecurities Administrator, the Master Trustee and the Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMICREMIC 1 or REMIC 2, as applicable, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Securities Administrator, the Trustee or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each The Holder of the a Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder 1 or REMIC 2 by federal or state governmental authorities, but only from amounts, if any, distributable thereon. The Holder of the Class R-X Certificate shall pay when due any and all taxes imposed on REMIC A by federal or state governmental authorities, but only from amounts, if any, distributable thereon. To the extent that such Trust REMIC taxes are not paid by the Class AR or Class R-R X Certificateholder, as applicable, the Paying Agent Securities Administrator shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class AR or Class R-R Certificate X Certificate, as applicable, or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such REMICthe REMIC Regular Interests or the Certificates, as the case may be. (h) The Securities Administrator Administrator, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC created hereunder formed under this Agreement on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansEligible Substitute Mortgage Loans. (j) None of the Trustee, the Master Servicer Securities Administrator or the Securities Administrator Servicer shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year, beginning in 200 , the Securities Administrator shall deliver to each Rating Agency an Officer's Certificate stating the Securities Administrator's compliance with those provisions of this Section 9.01

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp)

REMIC Administration. (a) As The Trustee shall make or cause to be made REMIC elections for each of REMIC 1 and REMIC 2 as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder hereunder. The Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Trust. (d) The Securities Administrator Trustee shall prepare or cause to be prepared, sign and filefile or cause to be filed, and the Trustee shall sign all of the each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate shall perform be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC, and the Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder formed under this Agreement to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Servicer or the Holder a Residual of the Class R Certificate shall take any action, action or cause any REMIC created hereunder formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger or cause the loss of the status of such REMIC as a REMIC or (ii) result in the imposition of any tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee Trustee, the NIMS Insurer and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder formed under this Agreement or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master NIMS Insurer and the Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee Trustee, the NIMS Insurer or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each The Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder formed under this Agreement by federal or state governmental authorities, but only from amounts, if any, distributable thereon. To the extent that such Trust REMIC taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such REMICthe REMIC Regular Interests or the Certificates, as the case may be. (h) The Securities Administrator Trustee, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC created hereunder formed under this Agreement on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansEligible Substitute Mortgage Loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat (i) the rights of the Offered Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class CE Certificateholders in favor of the Holders of the Offered Certificates and (ii) the rights of the Class CE Certificates under the Class A-2 Yield Maintenance Agreement and Class M Yield Maintenance Agreement in accordance with the respective terms thereof and shall assign such rights for federal tax return and information reporting a value of zero. The Trustee shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder. The provisions of this paragraph are intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Offered Certificates receive interest in excess of their Certificate Interest Rate, such interest will be treated as distributed to the Class CE Certificates, together with any amounts deposited in the Class A-2 Reserve Account in respect of the Class A-2 Yield Maintenance Agreement and the Class M Reserve Account in respect of the Class M Yield Maintenance Agreement, and then paid to the respective Classes of Offered Certificates pursuant to the related interest rate cap agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (ABFC Asset-Backed Certificates, Series 2004-Ff1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, two REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust Fund. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will each interest in any REMIC created hereby shall be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities AdministratorTrustee’s duties as tax return preparer). (d) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. If two or more Classes of Regular Certificates are issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Trustee, on behalf of the Trust Fund and upon receipt of written direction from the Depositor, will determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument and based solely on information provided by the Depositor to the Trustee. (e) The Securities Administrator Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, however, shall have no information or other tax reporting obligations with respect to the Final Maturity Reserve Trust. In addition, the Administrator shall have no information or other tax reporting obligations with respect to the Yield Maintenance Trust. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Trustee or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator any NIMS Insurer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Residual Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator NIMS Insurer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator any NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state governmental authorities. To the extent that such Trust Fund taxes are not paid by the Class A-R Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator The Trustee shall not enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h), and not as assets of any REMIC. The Holders of the Class C Certificates are the owners of the Basis Risk Reserve Fund. The Trustee shall treat the rights of the Holders of the LIBOR Certificates and the MTA Certificates to receive distributions to cover Basis Risk Shortfalls from either the Basis Risk Reserve Fund or the Yield Maintenance Account as payments under a cap contract written by the Holders of the Class C Certificates in favor of the related Holders of the LIBOR Certificates and the MTA Certificates. Thus, the LIBOR Certificates and the MTA Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (l) The Trustee shall treat the Final Maturity Reserve Trust as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class C Certificates and not assets of any REMIC. The Class C Certificateholder shall be treated as the owner of the Final Maturity Reserve Trust and any payments made from the Final Maturity Reserve Trust to beneficial owners of Certificates (other than the Class C Certificates) shall be treated for federal income tax purposes as payments made by the Class C Certificateholder in exchange for an interest in the Certificates then owned by such beneficial owners. (m) The Trustee shall treat each of the Yield Maintenance Trust, the Yield Maintenance Trust Account and the Yield Maintenance Account as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h), and not as assets of any REMIC. The Holders of the Class C Certificates are the owners of the Yield Maintenance Trust, the Yield Maintenance Trust Account and the Yield Maintenance Account. (n) For federal income tax purposes, upon any sale of the property held by the Trust Fund pursuant to Section 10.01(a), any NIM Redemption Amount and any Premium Proceeds paid by the Servicer shall not be treated as a portion of the purchase price paid for such property but shall instead be treated as an amount paid by the Servicer to the Holder of the Class C Certificates pursuant to a cash settled call option with respect to the property held by the Trust Fund.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView 2006-Sb1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, three REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust Fund. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will each interest in any REMIC created hereby shall be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities AdministratorTrustee’s duties as tax return preparer). (d) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. If two or more Classes of Regular Certificates are issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Trustee, on behalf of the Trust Fund and upon receipt of written direction from the Depositor, will determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument and based solely on information provided by the Depositor to the Trustee. (e) The Securities Administrator Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Trustee or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator any NIMS Insurer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Residual Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator NIMS Insurer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator any NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state governmental authorities. To the extent that such Trust Fund taxes are not paid by the Class A-R Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansMortgage Loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator The Trustee shall not enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat each of the Basis Risk Reserve Fund, the Basis Risk Cap Replacement Receipts Account, the Basis Risk Cap Termination Receipts Account, the Swap Account, the Swap Replacement Receipts Account, the Swap Termination Receipts Account, and the Supplemental Interest Trust as an outside reserve fund with in the meaning of Treasury Regulation Section 1.860G-2(h) beneficially owned by the Class C Certificateholders. The beneficial owners of the LIBOR Certificates, on the one hand, shall be treated as having entered into a notional principal contract with the Class C Certificateholders, on the other. Under the notional principal contract, the beneficial owners of the LIBOR Certificates shall be treated as having made payments to the Class C Certificateholders to the extent of any Class I Shortfalls allocated to their LIBOR Certificates. On each Distribution Date, Class I Shortfalls will be first allocated to each Class of LIBOR Certificates to the extent that the interest accrued on such Class at the applicable Pass-Through Rate exceeds the interest accrued on such Class at the Middle-Tier WAC Cap. To the extent the Class I Shortfalls for any Distribution Date exceed aggregate amount of interest accrued on the LIBOR Certificates based on their respective Pass-Through Rates, then remaining Class I Shortfalls will be paid from amounts otherwise distributable as principal on the LIBOR Certificates in the absence of such Class I Shortfall. Any payments made on the LIBOR Certificates in respect of Basis Risk Shortfalls shall be treated as payments made by the Class C Certificateholders pursuant to the notional principal contract. Thus, for federal income tax purposes, each LIBOR Certificate shall be treated as representing both ownership of a REMIC regular interest and an interest in a notional principal contract. For tax information reporting purposes, it will be assumed that the notional principal contract portion of each Class of LIBOR Certificates will have only nominal value unless and until an applicable taxing authority requires use of a different value. (l) For federal income tax purposes, upon any sale of the property held by the Trust Fund pursuant to Section 10.01(a), any NIM Redemption Amount and any Premium Proceeds paid by the Servicer shall not be treated as a portion of the purchase price paid for such property but shall instead be treated as an amount paid by the Servicer to the Holder of the Class C Certificates pursuant to a cash settled call option with respect to the property held by the Trust Fund.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView 2006-11)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Master Servicer in fulfilling its respective duties hereunder hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”including Form 8811) as the direct representativerepresentative each REMIC created hereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause 122 to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC, as the case may be. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2002, the Master Servicer shall deliver to the Trustee and each Rating Agency an Officers' Certificate stating the Master Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Financial Asset Sec Corp Asset Backed Certs Series 2001 Ff1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, Tax Administration (1) An election will be made by the Trustee shall elect on behalf of the Trust Fund to treat each REMIC created hereby the assets of the Trust Fund, excluding the Spread Account (which for the purpose of this Section 2.07 is understood to include amounts on deposit therein invested in Permitted Instruments and the proceeds of such investments), as a REMIC for federal tax purposesunder the Code (the "Trust REMIC"). The Trustee shall sign and the Securities Administrator shall file such elections Such election will be made on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The For purposes of such election, the Class A Certificates shall be designated as the "regular interests interests" in each the Trust REMIC created hereunder and the related residual interest Class R Certificates shall be designated as designated the "residual interests" in the Preliminary StatementTrust REMIC. Following The final scheduled distribution date for the Closing DateClass A Certificates is June 15, 2028. The second anniversary of such date (June 15, 2030) shall be the Securities Administrator "latest possible maturity date" within the meaning of Treasury Regulation Section 1.860G-1(a)(4) and all amounts due on the Class A Certificates, if not previously paid, shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method be due and shall file a Form 8811 with the Internal Revenue Servicepayable on that date. (b2) The Closing Date is hereby designated as the "Startup Day" of each the Trust REMIC created hereunder within the meaning of section Section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c3) Except as provided in subsection Section 12.05, the Trustee shall pay (d) and shall be entitled to reimbursement thereof by the Servicer or otherwise in accordance with the terms of this Section 9.01Agreement) the ordinary and usual expenses in connection with the preparation, filing and mailing of tax information reports and returns that are incurred by it in the Seller shall pay any and all tax ordinary course of its administration of its tax-related expenses (not including taxes) of each REMIC created hereunderduties under this Agreement, but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties under this Agreement, including but not limited to without limitation any professional fees expenses, costs or expenses liabilities associated with audits, required independent opinions regarding tax methodology and related to audits matters or any administrative or judicial proceedings with respect to any such the Trust REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including shall be expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer)Trust Fund. (d4) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign file all of the Trust REMIC's federal and state income or franchise tax and information returns of each REMIC created hereunder (collectivelyreturns. Except as provided in Section 12.05, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities AdministratorTrustee. Notwithstanding The Servicer and the foregoingDepositors shall provide on a timely basis to the Trustee or its designee such information with respect to the Trust REMIC as is in their possession, which the Securities Administrator shall Servicer or the Depositors has or have no obligation to prepare, file received or otherwise deal with partnership tax information prepared by virtue of its activities as Servicer or returns. In the event that partnership tax information or returns are required Depositors hereunder and reasonably requested by the Internal Revenue ServiceTrustee to enable it to perform its obligations under this subsection, and the Seller, at Trustee shall be entitled to rely on such information in the performance of its own cost and expense, will prepare and file all necessary returnsobligations hereunder. (e5) The Securities Administrator Trustee shall perform on behalf of each the Trust Fund and the Trust REMIC created hereunder all tax reporting duties and other tax compliance duties that are the responsibility of each such the Trust REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, Trustee shall provide (i) to the Treasury Internal Revenue Service or other governmental authority Persons (including, but not limited to, the transferor of any Class R Certificates to a Disqualified Organization or to an agent that has acquired the Class R Certificates on behalf of a Disqualified Organization) such information as is necessary for the application of any tax relating to the transfer of the any Class A-R Certificate Certificates to any disqualified organization Disqualified Organization pursuant to Section 860E(e) of the Code and the Treasury Regulations thereunder and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. Each of the Depositors and the Servicer shall provide on a timely basis (and in no event later than 30 days after the Trustee's request) to the Trustee or its designee such information with respect to the Trust REMIC as is in its possession and reasonably requested in writing by the Trustee to enable it to perform its obligations under this subsection. (f6) Each The Trustee or an affiliate of the Master ServicerTrustee shall acquire and retain a 0.0001% Percentage Interest in the Class R Certificates and shall act as Tax Matters Person of the REMIC. (7) The Trustee, the Trustee Holders of the Class R Certificates and the Securities Administrator (to Servicer shall perform their obligations under this Agreement and the extent that REMIC Provisions in a manner consistent with the affairs status of the REMICs are Trust REMIC as a REMIC or, as appropriate, shall adopt a plan of complete liquidation. (8) The Trustee, the Holders of the Class R Certificates and the Servicer shall not take any action or cause the Trust REMIC to take any action, within such Person’s their respective control and the scope of its their specific responsibilities respective duties under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action this Agreement that, under the REMIC Provisions, if taken could (i) endanger the status of the Trust REMIC as a REMIC or not taken, as the case may be, could (ii) result in an Adverse the imposition of a tax upon the Trust REMIC Event (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions as defined in Code Section 860G(d)) unless (A) the Trustee and has received a Nondisqualification Opinion (at the Securities Administrator have expense of the party seeking to take such action) with respect to such action or (B) the Trustee has received an Opinion of Counsel opinion (at the expense of the party seeking to take such action) to the effect that the contemplated such action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or cause the assets therein, or causing any such Trust REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect fail to whether such action could cause an Adverse qualify as a REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing calculated that an Adverse REMIC Event could occurno tax will actually be imposed. (g9) Each To the extent not paid pursuant to paragraph (d) of this Section 2.07, each Holder of the a Class A-R Certificate shall pay when due its pro rata share of any and all federal, state and local taxes imposed on the Trust REMIC or its assets or transactions, including, without limitation, "prohibited transaction" taxes, as defined in Section 860F of the Code, any REMIC created hereunder tax on contributions imposed by federal or state governmental authoritiesSection 860G(d) of the Code, and any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code. To the extent that such Trust REMIC taxes are not paid by the Class A-R CertificateholderCertificateholders, the Paying Agent Trustee shall pay any remaining Trust REMIC taxes out of current or future amounts otherwise distributable to the Holder Holders of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may beCertificates. (h10) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each the Trust REMIC created hereunder on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein, all amounts collected on the Mortgage Loans shall, for federal income tax purposes, be allocated first to interest due and payable on the Mortgage Loans (including interest on overdue interest) (other than additional interest at a penalty rate payable following a default). The books and records must be sufficient concerning the nature and amount of the Trust REMIC's investments to show that the Trust REMIC has complied with the REMIC Provisions. (i11) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which the Trust REMIC created hereunder will receive a fee or other compensation for services. (12) In order to enable the Trustee to perform its duties as set forth herein, the Depositors shall provide, or cause to be provided, to the Trustee within 10 days after the Closing Date all information or data that the Trustee reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates, including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows of the Class A Certificates and the Class R Certificates, as applicable, and the projected cash flows on the Mortgage Loans. Thereafter, the Depositors shall provide to the Trustee, promptly upon request therefor, any such additional information or data that the Trustee may, from time to time, reasonably request in order to enable the Trustee to perform its duties as set forth herein. The Trustee is hereby directed to use any and all such information or data provided by the Depositors in the preparation of all federal and state income or franchise tax and information returns and reports for the Trust REMIC to Certificateholders as required herein. The Depositors hereby indemnify the Trustee for any losses, liabilities, damages, claims or expenses of the Trustee arising from any errors or miscalculations of the Trustee pursuant to this Section that result from any failure of the Depositors to provide, or to cause to be provided, accurate information or data to the Trustee (but not resulting from the methodology employed by the Trustee) on a timely basis and such indemnifications shall survive the termination of this Agreement. (13) The Servicer shall prepare and file with the Internal Revenue Service, on behalf of the Trust REMIC, an application for a taxpayer identification number for the Trust REMIC on IRS Form SS-4. The Trustee, upon receipt from the Internal Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall promptly forward a copy of such notice to the Depositors. The Trustee shall prepare and file Form 8811 on behalf of the Trust REMIC and shall designate from time to time an appropriate Person (the "REMIC Reporting Agent") to respond to inquiries by or on behalf of Certificateholders for original issue discount and related information in accordance with applicable provisions of the Code. It is understood that the Trustee shall initially use the services of the accounting firm of Xxxxx Xxxxxxxx LLP in discharging its responsibilities under this subsection 2.07(a). The Trustee agrees that all such information or data so obtained by it are to be regarded as confidential information and agrees that it shall use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositors, any or all of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without the prior written consent of the Depositors, unless such information is generally available to the public (other than as a result of a breach of this Section) or is required by law or applicable regulations to be disclosed. (14) The Spread Account shall be an "outside reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and shall not be an asset of the Trust REMIC. The owner of the Spread Account shall be the Holders of the Class R Certificates in proportion to their respective ownership interests in the Class R Certificates. For all federal income tax purposes, the Trustee and the Holders of the Class R Certificates shall treat amounts distributed by the Trust REMIC to the Spread Account as having been distributed on the residual interests represented by the Class R Certificates and distributions on the Class R Certificates out of the Spread Account shall be considered not to be distributions from the REMIC. Further, amounts on deposit in the Spread Account will be treated as owned by the Class R Certificateholders, not in the capacity as holders of the residual interest, but as owners of the separate Spread Account.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Eqcc Asset Backed Corp)

REMIC Administration. (a) As The Trustee shall make or cause to be made REMIC elections for each of REMIC 1 and REMIC 2 as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby on Forms 1066 as a REMIC for federal tax purposes. The Trustee shall sign and prepared by the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The Securities Administrator shall prepare such Forms 1066 and any other appropriate federal tax or information return and deliver them to the Trustee on a timely basis for the Trustee's execution. The Trustee shall execute and the Securities Administrator shall file such forms. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder hereunder. The Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Trust. (d) The Securities Administrator shall prepare and fileor cause to be prepared, and cause the Trustee shall to sign all of the and file or cause to be filed, each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the The Securities Administrator shall have no obligation will apply for an Employer Identification Number from the Internal Revenue Service via a form SS-4 or any other acceptable method for all REMICs and other tax entities and will also file a Form 8811 with respect to prepare, file or otherwise deal all such REMICs with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Holder of the Class R Certificate shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC, and the Securities Administrator is irrevocably designated as and shall perform act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Securities Administrator, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities Administrator, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Securities Administrator, the Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder formed under this Agreement to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual of the Class R Certificate shall take any action, action or cause any REMIC created hereunder formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Securities Administrator, the Trustee and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder formed under this Agreement or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the TrusteeSecurities Administrator, the Master Trustee and the Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Securities Administrator, the Trustee or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R a Residual Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat each of the Group 1 Basis Risk Reserve Fund, Group 2 Basis Risk Reserve Fund and the Yield Maintenance Account as outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class 1-X Certificates, in the case of the Group 1 Basis Risk Reserve Fund, and the Class 2-X Certificates, in the case of the Group 2 Basis Risk Reserve Fund and the Yield Maintenance Account, and not as assets of any REMIC. The Securities Administrator shall treat the rights of the Holders of the COFI and LIBOR Certificates to receive distributions to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class 1-X and Class 2-X Certificates, respectively, in favor of the Holders of the COFI and LIBOR Certificates, respectively. Thus, the COFI and LIBOR Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract and the entitlements to receive payments from the Group 1 or Group 2 Basis Risk Reserve Fund, as applicable. On any Distribution Date, if the amount added to the Class Certificate Principal Balance on any Distribution Date in respect of the Class 1-PO or 2-PO Certificates exceeds the amount accrued as described in footnote (4) in the Preliminary Statement under the caption “The Certificates,” when such excess is paid, it shall be treated as having been distributed in respect of the Class 1-PO or Class 2-PO Certificates, as applicable, deposited in the Group 1 or Group 2 Basis Risk Reserve Fund, respectively, and distributed from the Group 1 or Group 2 Basis Risk Reserve Fund in respect of those Certificates. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView Mortgage Loan Trust 2005-7)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Servicer shall pay any and all tax tax-related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Servicer in fulfilling its respective duties hereunder hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns (including Form 8811) as the direct representative of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions.. The Trustee, as agent for the Tax Matters Person, shall represent each 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 any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. 130 (f) Each of the Master ServicerThe Trustee, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the case may beState of California for state tax purposes by virtue of the location of the Servicer, the Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Residual Certificate fails to pay such taxes, if any, when imposed. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. 131 (k) On or before April 15th of each calendar year beginning in 2004, the Servicer shall deliver to the Trustee and each Rating Agency an Officers' Certificate stating the Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete Form 8811.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust 2003-Ff4)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities AdministratorTrustee’s duties as tax return preparer). (d) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designeesits designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the The Trustee, the Master Servicer or the Securities Administrator shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Class X Certificates and that is not an asset of any REMIC. The Trustee shall treat the rights of the Holders of the Class X Certificates to receive distributions from the Basis Risk Reserve Fund to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X Certificates in favor of the Holders of the Class X Certificates. Thus, the Class 1-A, Class 2-A1A, Class 2-A1B, Class 2-A2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenwich HarborView Mortgage Loan Trust 2005-1)

REMIC Administration. (a) As The Securities Administrator shall make or cause to be made REMIC elections for each of REMIC 1 and REMIC 2 as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder hereunder. The Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Trust. (d) The Securities Administrator shall prepare and fileor cause to be prepared, and the Trustee shall sign all of and the Securities Administrator shall file or cause to be filed, each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Holder of the Class R Certificate shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC, and the Securities Administrator is irrevocably designated as and shall perform act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Securities Administrator, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities Administrator, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Securities Administrator, the Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder formed under this Agreement to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master ServicerSecurities Administrator, the Securities Administrator Master Servicer or the Holder a Residual of the Class R Certificate shall take any action, action or cause any REMIC created hereunder formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee Securities Administrator, the Trustee, the NIMS Insurer and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder formed under this Agreement or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Securities Administrator, the Trustee, the NIMS Insurer and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee Securities Administrator, the Trustee, the NIMS Insurer or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each The Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder formed under this Agreement by federal or state governmental authorities, but only from amounts, if any, distributable thereon. To the extent that such Trust REMIC taxes are not paid by the Class A-R Certificateholder, the Paying Agent Securities Administrator e shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such REMICthe REMIC Regular Interests or the Certificates, as the case may be. (h) The Securities Administrator Administrator, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC created hereunder formed under this Agreement on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansEligible Substitute Mortgage Loans. (j) None of the TrusteeSecurities Administrator, the Trustee or the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year, beginning in 2005, the Securities Administrator shall deliver to each Rating Agency and the NIMS Insurer an Officer's Certificate stating the Securities Administrator's compliance with the provisions of this Section 9.01. (l) The Securities Administrator shall treat (i) the rights of the Offered Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class CE Certificateholders in favor of the Holders of the Offered Certificates and (ii) the rights of the Class CE Certificates under the Class A Yield Maintenance Agreement and Class M Yield Maintenance Agreement in accordance with the terms thereof and shall assign such rights for federal tax return and information reporting a value of zero. The Securities Administrator shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder. The provisions of this paragraph are intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Offered Certificates receive interest in excess of their Certificate Interest Rate, such interest will be treated as distributed to the Class CE Certificates, together with any amounts deposited in the Class A Reserve Account in respect of the Class A Yield Maintenance Agreement and the Class M Reserve Account in respect of the Class M Yield Maintenance Agreement, and then paid to the respective Classes of Offered Certificates pursuant to the related interest rate cap agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (ABFC Asset-Backed Certificates, Series 2004-He1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities AdministratorTrustee’s duties as tax return preparer). (d) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designeesits designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the The Trustee, the Master Servicer or the Securities Administrator shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat each of the Group 1 Basis Risk Reserve Fund, Group 2-A1 Basis Risk Reserve Fund, Group 2-A2 Basis Risk Reserve Fund and Group 2-B Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Class 1-X, Class 2-XA1, Class 2-XA2 and Class 2-XB Certificates, respectively, as their interest may appear and that is not an asset of any REMIC. The Trustee shall treat the rights of the Holders of the applicable Classes of Certificates to receive distributions from the Group 1 Basis Risk Reserve Fund, Group 2-A1 Basis Risk Reserve Fund, Group 2-A2 Basis Risk Reserve Fund or Group 2-B Basis Risk Reserve Fund, as applicable, to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class 1-X, Class 2-XA1, Class 2-XA2 and Class 2-XB Certificates in favor of the Holders of the Class 1-X, Class 2-XA1, Class 2-XA2 and Class 2-XB Certificates, respectively.. Thus, the LIBOR Certificates and the MTA Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract and the entitlements to receive payments from the related Basis Risk Reserve Fund. On any Distribution Date, if the amount added to the Class Certificate Principal Balance on any Distribution Date in respect of the Class 1-PO, Class 2-PO1, Class 2-PO2 or Class 2-POB Certificates exceeds the amount accrued as described in [footnote (4)] in the Preliminary Statement under the caption “The Certificates,” when such excess is paid, it shall be treated as having been distributed in respect of the Class 1-PO, Class 2-PO1, Class 2-PO2 and Class 2-POB Certificates, as applicable, deposited in the Group 1, Group 2-A1, Group 2-A2 or Group 2-B Basis Risk Reserve Fund, respectively, and distributed from the Group 1, Group 2-A1, Group 2-A2 or Group 2-B Basis Risk Reserve Fund in respect of those Certificates. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenwich Capital Acceptance Inc)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Class X-1 and Class X-2 Certificates and that is not an asset of any REMIC. The Securities Administrator shall treat the rights of the Holders of the LIBOR Certificates to receive distributions from the Basis Risk Reserve Fund to cover Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X-1 and Class X-2 Certificates in favor of the Holders of the LIBOR Certificates. Thus, the LIBOR Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView Mortgage Loan Trust 2004-4)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, three REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust Fund. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will each interest in any REMIC created hereby shall be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. Because certain Classes of Regular Certificates are expected to be issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Securities Administrator, on behalf of the Trust Fund and upon receipt of written direction from the Depositor, will determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument and based solely on information provided by the Depositor to the Securities Administrator. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Securities Administrator, however, shall have no information or other tax reporting obligations with respect to the Final Maturity Reserve Trust. In addition, the Securities Administrator shall have no information or other tax reporting obligations with respect to the Supplemental Interest Trust, which shall be treated for federal income tax purposes as an entity disregarded from the holder of the Class C Certificates. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator and any NIMS Insurer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Residual Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator Administrator, the NIMS Insurer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator or any NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state governmental authorities. To the extent that such Trust Fund taxes are not paid by the Class A-R Residual Certificateholder, the Paying Agent Securities Administrator shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat each of the Capitalized Interest Account, Basis Risk Reserve Fund, the Basis Risk Cap Replacement Receipts Account, the Basis Risk Cap Termination Receipts Account, the Swap Account, the Swap Replacement Receipts Account, the Swap Termination Receipts Account, and the Supplemental Interest Trust as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h), and not as assets of any REMIC. For federal income tax purposes, the Holders of the Class C Certificates are the owners of each such outside reserve fund other than the Capitalized Interest Account, and the Seller is the owner of the Capitalized Interest Account. (l) The Securities Administrator shall treat the beneficial owners of the LIBOR Certificates as having entered into a notional principal contract with the Class C Certificateholders. Under the notional principal contract, the beneficial owners of the LIBOR Certificates shall be treated as having made payments to the Class C Certificateholders to the extent of any Class I Shortfalls allocated to their LIBOR Certificates. On each Distribution Date, Class I Shortfalls will be first allocated to each Class of LIBOR Certificates to the extent that the interest accrued on such Class at the applicable Pass-Through Rate exceeds the interest accrued on such Class at the Middle-Tier WAC Cap. To the extent the Class I Shortfalls for any Distribution Date exceed aggregate amount of interest accrued on the LIBOR Certificates based on their respective Pass-Through Rates, then remaining Class I Shortfalls will be paid from amounts otherwise distributable as principal on the LIBOR Certificates in the absence of such Class I Shortfall. Any payments made on the LIBOR Certificates in respect of Basis Risk Shortfalls shall be treated as payments made by the Class C Certificateholders pursuant to the notional principal contract. Thus, for federal income tax purposes, each LIBOR Certificate shall be treated as representing both ownership of a REMIC regular interest and an interest in a notional principal contract. For tax information reporting purposes, it will be assumed that the notional principal contract portion of each Class of LIBOR Certificates will have only nominal value unless and until an applicable taxing authority requires use of a different value. (m) The Securities Administrator shall treat the Final Maturity Reserve Trust as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class C Certificates and not assets of any REMIC. The Class C Certificateholder shall be treated as the owner of the Final Maturity Reserve Trust and any payments made from the Final Maturity Reserve Trust to beneficial owners of Certificates (other than the Class C Certificates) shall be treated for federal income tax purposes as payments made by the Class C Certificateholder in exchange for an interest in the Certificates then owned by such beneficial owners. (n) For federal income tax purposes, upon any sale of the property held by the Trust Fund pursuant to Section 10.01(a), any NIM Redemption Amount and any Premium Proceeds paid by the Master Servicer shall not be treated as a portion of the purchase price paid for such property but shall instead be treated as an amount paid by the Master Servicer to the Holder of the Class C Certificates pursuant to a cash-settled call option with respect to the property held by the Trust Fund.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView 2007-7)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, three REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust Fund. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will each interest in any REMIC created hereby shall be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. Because certain Classes of Regular Certificates are expected to be issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Securities Administrator, on behalf of the Trust Fund and upon receipt of written direction from the Depositor, will determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument and based solely on information provided by the Depositor to the Securities Administrator. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. In addition, the Securities Administrator shall have no information or other tax reporting obligations with respect to the Supplemental Interest Trust, which shall be treated for federal income tax purposes as an entity disregarded from the holder of the Class C Certificates. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator and any NIMS Insurer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Residual Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator Administrator, the NIMS Insurer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator or any NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state governmental authorities. To the extent that such Trust Fund taxes are not paid by the Class A-R Residual Certificateholder, the Paying Agent Securities Administrator shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat each of the Basis Risk Reserve Fund, the Basis Risk Cap Replacement Receipts Account, the Basis Risk Cap Termination Receipts Account, the Swap Account, the Swap Replacement Receipts Account, the Swap Termination Receipts Account, and the Supplemental Interest Trust as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h), and not as assets of any REMIC. The Holders of the Class C Certificates are the owners of each such outside reserve fund. (l) The Securities Administrator shall treat the beneficial owners of the LIBOR Certificates as having entered into a notional principal contract with the Class C Certificateholders. Under the notional principal contract, the beneficial owners of the LIBOR Certificates shall be treated as having made payments to the Class C Certificateholders to the extent of any Class I Shortfalls allocated to their LIBOR Certificates. On each Distribution Date, Class I Shortfalls will be first allocated to each Class of LIBOR Certificates to the extent that the interest accrued on such Class at the applicable Pass-Through Rate exceeds the interest accrued on such Class at the Middle-Tier WAC Cap. To the extent the Class I Shortfalls for any Distribution Date exceed aggregate amount of interest accrued on the LIBOR Certificates based on their respective Pass-Through Rates, then remaining Class I Shortfalls will be paid from amounts otherwise distributable as principal on the LIBOR Certificates in the absence of such Class I Shortfall. Any payments made on the LIBOR Certificates in respect of Basis Risk Shortfalls shall be treated as payments made by the Class C Certificateholders pursuant to the notional principal contract. Thus, for federal income tax purposes, each LIBOR Certificate shall be treated as representing both ownership of a REMIC regular interest and an interest in a notional principal contract. For tax information reporting purposes, it will be assumed that the notional principal contract portion of each Class of LIBOR Certificates will have only nominal value unless and until an applicable taxing authority requires use of a different value. (m) For federal income tax purposes, upon any sale of the property held by the Trust Fund pursuant to Section 10.01(a), any NIM Redemption Amount and any Premium Proceeds paid by the Master Servicer shall not be treated as a portion of the purchase price paid for such property but shall instead be treated as an amount paid by the Master Servicer to the Holder of the Class C Certificates pursuant to a cash-settled call option with respect to the property held by the Trust Fund.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView 2007-5)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections be made on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing DateFor purposes of such designations, the Securities Administrator interest rate of any regular interest that is computed by taking into account the weighted average of the Net Mortgage Rates of the Mortgage Loans shall apply be reduced by the amount of any expense paid by the Trust to the Internal Revenue Service for extent that (i) such expense was not taken into account in computing the Net Mortgage Rate of any Mortgage Loan, (ii) such expense does not constitute an employer identification number for each REMIC created hereunder by means “unanticipated expense” of a Form SS-4 or other acceptable method REMIC within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii) and shall file (iii) the amount of such expense was not taken into account in computing the interest rate of a Form 8811 with the Internal Revenue Service. (b) more junior Class of regular interests. The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller . The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s its duties as tax return preparer). (d) . The Securities Administrator shall prepare be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Securities Administration Account, provided, however, the Securities Administrator shall not be entitled to reimbursement for expenses incurred in connection with the preparation of tax returns and fileother reports as required by this Agreement. The Securities Administrator shall prepare, and the Trustee shall sign and the Securities Administrator shall file, all of the each REMIC’s federal and appropriate state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC’s direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator or its designee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities Administrator, Administrator shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code and (ii) to the Trustee such information as is necessary for the Trustee to provide to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of . The Trustee, the Securities Administrator, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master ServicerSecurities Administrator, the Securities Administrator or Master Servicer and the Holder a of any Residual Certificate shall knowingly take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and Trustee, the Securities Administrator and the Master Servicer have received an Opinion of Counsel addressed to the Trustee (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the Master ServicerSecurities Administrator, the Securities Administrator Master Servicer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) . Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any the related REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in any such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in any such REMIC, as the case may be. (h) . The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) . No additional contributions of assets after the Startup Day shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Agreement. Neither the Trustee, Securities Administrator nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. On or before October 15 of each calendar year beginning in 2007, the Securities Administrator shall deliver to the Trustee an Officer’s Certificate stating, without regard to any actions taken by any party other than the Securities Administrator, the Securities Administrator’s compliance with provisions of this Section 11.01. Notwithstanding the priority and sources of payments set forth in Article VI hereof or otherwise, the Securities Administrator shall account for all distributions on the Certificates as set forth in this Section 11.01. For federal income tax purposes, any distributions made to the Group II Certificates in respect of Group II Basis Risk Carryover Amounts shall be treated as having been first distributed to the Holders of the Class II-X Certificates and then paid by the Holders of the Class II-X Certificates to the Holders of the other Classes of Group II Certificates pursuant to an interest rate cap contract. For tax information reporting purposes, it shall be assumed that the interest rate cap contract has only nominal value on the Closing Date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HomeBanc 2007-1)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Master Servicer in fulfilling its respective duties hereunder hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns of as the direct representative each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each 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 any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee Trustee, the NIMS Insurer and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the NIMS Insurer and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee Trustee, the NIMS Insurer or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the case may beState of California for state tax purposes by virtue of the location of the Master Servicer, the Master Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Class R Certificate fails to pay such taxes, if any, when imposed. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. 132 (k) On or before April 15 of each calendar year beginning in 2003, the Master Servicer shall deliver to the NIMS Insurer, the Trustee and each Rating Agency an Officers' Certificate stating the Master Servicer's compliance with the provisions of this Section 9.01.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Tr Asset Backed Cert Ser 2002-2)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, [ ] REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. Because certain Classes of Regular Certificates are expected to be issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Securities Administrator, on behalf of the Trust, intends to determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R [ ] Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master ServicerTrustee, the Trustee and the Securities Administrator and the Holders of Certificates (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any the REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R [ ] Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their its designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R [ ] Certificate shall pay when due any and all taxes imposed on any REMIC the related REMICs created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R [ ] Certificateholder, the Paying Agent Securities Administrator shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate [ ] Certificate, as applicable, or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such related REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, the Master Servicer or Trustee nor the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Corp)

REMIC Administration. (a) As The Securities Administrator shall make or cause to be made REMIC elections for each of REMIC 1 and REMIC 2 as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder hereunder. The Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Trust. (d) The Securities Administrator shall prepare and fileor cause to be prepared, and the Trustee shall sign all of and the Securities Administrator shall file or cause to be filed, each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Holder of the Class R Certificate shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC, and the Securities Administrator is irrevocably designated as and shall perform act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Securities Administrator, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities Administrator, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Securities Administrator, the Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder formed under this Agreement to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master ServicerSecurities Administrator, the Securities Administrator Master Servicer or the Holder a Residual of the Class R Certificate shall take any action, action or cause any REMIC created hereunder formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee Securities Administrator, the Trustee, the NIMS Insurer and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder formed under this Agreement or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Securities Administrator, the Trustee, the NIMS Insurer and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee Securities Administrator, the Trustee, the NIMS Insurer or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each The Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder formed under this Agreement by federal or state governmental authorities, but only from amounts, if any, distributable thereon. To the extent that such Trust REMIC taxes are not paid by the Class A-R Certificateholder, the Paying Agent Securities Administrator shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such REMICthe REMIC Regular Interests or the Certificates, as the case may be. (h) The Securities Administrator Administrator, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC created hereunder formed under this Agreement on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansEligible Substitute Mortgage Loans. (j) None of the TrusteeSecurities Administrator, the Trustee or the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year, beginning in 2005, the Securities Administrator shall deliver to each Rating Agency and the NIMS Insurer an Officer's Certificate stating the Securities Administrator's compliance with the provisions of this Section 9.01. (l) The Securities Administrator shall treat (i) the rights of the Offered Certificates and Private Class B Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class CE Certificateholders in favor of the Holders of the Offered Certificates and Private Class B Certificates and (ii) the rights of the Class CE Certificates under the Class A-1 Yield Maintenance Agreement, Class A-2 Yield Maintenance Agreement, Class A-3 Yield Maintenance Agreement and Class M/B Yield Maintenance Agreement in accordance with the terms thereof and shall assign such rights for federal tax return and information reporting a value of zero. The Securities Administrator shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder. The provisions of this paragraph are intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Offered Certificates and Private Class B Certificates receive interest in excess of their Certificate Interest Rate, such interest will be treated as distributed to the Class CE Certificates, together with any amounts deposited in the Class A-1 Reserve Account in respect of the Class A-1 Yield Maintenance Agreement, the Class A-2 Reserve Account in respect of the Class A-2 Yield Maintenance Agreement, the Class A-3 Reserve Account in respect of the Class A-3 Yield Maintenance Agreement and the Class M/B Reserve Account in respect of the Class M/B Yield Maintenance Agreement, and then paid to the respective Classes of Offered Certificates and Private Class B Certificates pursuant to the related interest rate cap agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (ABFC Asset-Backed Certificates, Series 2005-He1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities AdministratorTrustee’s duties as tax return preparer). (d) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designeesits designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the The Trustee, the Master Servicer or the Securities Administrator shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Class 2-X and Class 3-X Certificates as their interest may appear and that is not an asset of any REMIC. The Trustee shall treat the rights of the Holders of the Class 2-A-1A, Class 2-A-1B, Class 2-A-1C and Subordinate Certificates to receive distributions from the Basis Risk Reserve Fund to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class 2-X and Class 3-X Certificates in favor of the Holders of the Class 2-A-1A, Class 2-A-1B, Class 2-A-1C, in the case of the Class 2-X Certificates, and Subordinate Certificates, in the case of the Class 3-X Certificates. Thus, the Class 2-A-1A, Class 2-A-1B, Class 2-A-1C and Subordinate Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract and the entitlements to receive payments from the Basis Risk Reserve Fund. On any Distribution Date, if the amount added to the Class Certificate Principal Balance on any Distribution Date in respect of the Class 1-PO, Class 2-PO or Class 3-PO Certificates exceeds the amount accrued as described in footnote (5), (6), and (7), respectively, in the Preliminary Statement under the caption “The Certificates,” when such excess is paid, it shall be treated as having been distributed in respect of the Class 1-PO, Class 2-PO or Class 3-PO Certificates, deposited in the Basis Risk Reserve Fund, and distributed from the Basis Risk Reserve Fund in respect of those Certificates. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority.

Appears in 1 contract

Samples: Pooling Agreement (HarborView Mortgage Loan Trust 2005-9)

REMIC Administration. (a) As The Trustee shall make or cause to be made REMIC elections for each of REMIC A, REMIC B, REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6 and REMIC 7 as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Servicer in fulfilling its respective duties hereunder hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare or cause to be prepared, sign and filefile or cause to be filed, and the Trustee shall sign all of the each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Residual Certificates with respect to each REMIC holding the largest Percentage Interest shall perform be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to the applicable REMIC or REMICs, and the Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or nor the Holder a of any Residual Certificate shall take any action, action or cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due its pro rata share of any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust REMIC taxes are not paid by the Class A-R CertificateholderResidual Certificateholders, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in each REMIC or, if no such amounts are available, out of other amounts held in the Distribution Collection Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such REMICthe REMIC Regular Interests or the Certificates, as the case may be. (h) The Securities Administrator Trustee, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansEligible Substitute Mortgage Loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2003, the Servicer shall deliver to the Trustee and each Rating Agency an Officer's Certificate stating the Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee shall treat the rights of the Offered P&I Certificates and the Class B-2 and Class B-3 Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class X and Class N Certificateholders, as beneficial owners of the Class X/N Interest, in favor of the Holders of the Offered Certificates, and the Trustee shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder. This provision is intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Offered P&I Certificates, the Class B-2 Certificates or the Class B-3 Certificates receive interest in excess of the Class AF-1 REMIC Pass-Through Rate, Class AF-2 REMIC Pass-Through Rate, Class AF-3 REMIC Pass-Through Rate, Class AV-1 REMIC Pass-Through Rate, Class AV-2 REMIC Pass-Through Rate, Class M-1 REMIC Pass-Through Rate, Class M-2 REMIC Pass-Through Rate, Class B-1 REMIC Pass-Through Rate, Class B-2 REMIC Pass-Through Rate or Class B-3 REMIC Pass-Through Rate, as applicable, such interest will be treated as distributed to REMIC 7 in respect of interest on the REMIC 4 Components, pro rata, then to the Class X/N Interest in respect of the REMIC 7 Regular Interest and then paid to the respective Class of Offered P&I Certificates and the Class B-2 and Class B-3 Certificates pursuant to the related interest rate cap agreement. (m) [RESERVED] (n) In the event that the beneficial ownership of the Class N Certificates and the Class X Certificates is held by a single Person for federal income tax purposes, such Person shall be treated as the beneficial owner of the Class X/N Interest and the REMIC 7 Regular Interest represented thereby. In the event that beneficial ownership of the Class N and the Class X Certificates is held by two or more Persons for tax purposes, the Trustee shall treat the Class N Certificateholders and the Class X Certificateholders as partners in a partnership that owns the Class X/N Interest for federal income tax purposes and shall not treat the Class N and Class X Certificates as an interest in any REMIC created hereunder. By acquiring the Class N Certificates and the Class X Certificates, the respective Holders will agree to treat the Class N Certificates and the Class X Certificates in the manner described in the preceding sentence for federal income tax purposes in the event that the beneficial ownership of the Class N Certificates and the Class X Certificates is separated. In such event, (i) a separate capital account shall be established and maintained for each Holder of a Class N or Class X Certificate in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv), which shall be credited with income or gain and debited by any expenses or losses and distributions allocable to such Certificates, (ii) the Class N Certificates shall be allocated income in an amount equal to interest at the Pass-Through Rate thereon and any original issue discount that would be reportable thereon if the Class N Certificate were a debt instrument issued on the date ownership of the Class N and Class X Certificates is separated, with a principal balance equal to its Notional Amount, (iii) the Class X and Class N Certificates shall be allocated income with respect to all prepayment penalties (including amounts in connection with the full or partial waiver of such prepayment penalties or premiums pursuant to Section 3.01) in accordance with the allocation of such amounts pursuant to Section 4.02(c), to the extent not allocated pursuant to Section 9.01(n)(ii) above, (iv) the Class X and Class N Certificates shall be allocated accruals (under any reasonable method) of any "cap premiums" deemed received on the date ownership of the Class X and Class N Certificates is separated in respect of the obligation of the Class X/N Interest to pay Cap Carryover Amounts, and shall be allocated expense in respect of any actual payment of such Cap Carryover Amounts based on which one of such Classes economically bears such expense, (v) the Class X Certificates shall be allocated all remaining income and any expenses and Realized Losses with respect to the Class X/N Interest, until the capital account of the Class X Certificates is reduced to zero, and any remaining expenses or losses shall be allocated to the Class N Certificates, (vi) neither the Class N Certificates nor the Class X Certificates shall be responsible for restoring any deficit to its capital account, (vii) upon termination of the Trust Fund pursuant to Article X, all amounts available for distribution to Holders of the Class N and Class X Certificates shall be distributed in accordance with their positive capital account balances, first to the Class N Certificates until their Notional Amount and any accrued but unpaid interest thereon are reduced to zero, and then to the Class X Certificates, and (viii) the Trustee shall maintain books and records with respect to the partnership on a calendar year basis (unless a different taxable year shall be required by the Code) and shall prepare or cause to be prepared, and cause the Holder of the largest Percentage Interest of the Class X Certificates to sign and file or cause to be filed all federal and state tax and information returns for the partnership, and shall furnish or cause to be furnished Schedule K-1's to the Holders of the Class N and Class X Certificates at the time required by the Code. Unless otherwise directed by a majority of the Percentage Interests of the Class X and Class N Certificates, the Trustee shall not make an election under Section 754 of the Code. The Holder of the largest Percentage Interest of the Class X Certificates, by acceptance of its Class X Certificate, agrees to act as "tax matters partner" (within the meaning of Section 6231(a)(7) of the Code and to sign and timely file all federal and state partnership tax and information returns prepared by the Trustee pursuant to this Section 9.01(n).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (C Bass Mortgage Loan Asset Backed Cert Series 2002-Cb5)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, two REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrustee. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. Because the Regular Certificates are expected to be issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Securities Administrator, on behalf of the Trust, intends to determine the existence and amount of any OID as if the Regular Certificates were one debt instrument. It is anticipated that, for federal income tax purposes, the Regular Certificates, in the aggregate, will not be issued with OID. If the Regular Certificates are aggregated and treated as one debt instrument for purposes of determining the existence and amount of OID, the stripped bond rules described in section 1286 of the Code would apply to subsequent purchasers of the Regular Certificates. Under those rules, OID, rather than market discount, would be created if the purchase price at the time the Regular Certificate is purchased is less (by more than a de minimis amount) than its face amount. Because the amount of OID, if any, created by such a transaction will depend on subsequent transactions, information concerning the accrual of such OID will not be available from the Securities Administrator or the Trustee. All purchasers of REMIC Regular Certificates are urged to consult their tax advisors for advice regarding the effect, if any, of the original issue discount and stripped bond provisions of the Code and the regulations thereunder on the purchase of the Regular Certificates. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any the REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC created hereunder as a REMIC or (ii) result in the imposition of a tax upon any REMIC created hereunder (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an Adverse REMIC Event Event”) unless the Trustee and the Securities Administrator have has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, the Master Servicer or Trustee nor the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenwich Capital Acceptance Inc Thorn Mort Sec Tr 2003-1)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Master Servicer in fulfilling its respective duties hereunder hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns of as the direct representative each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions.. The Trustee, as agent for the Tax Matters Person, shall represent each 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 any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. 143 (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee Trustee, the NIMS Insurer and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the NIMS Insurer and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee Trustee, the NIMS Insurer or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the case may beState of California for state tax purposes by virtue of the location of the Master Servicer, the Master Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Class R Certificate fails to pay such taxes, if any, when imposed. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. 144 (k) On or before April 15 of each calendar year beginning in 2003, the Master Servicer shall deliver to the NIMS Insurer, the Trustee and each Rating Agency an Officers' Certificate stating the Master Servicer's compliance with the provisions of this Section 9.01.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Certs Ser 2003 1)

REMIC Administration. (a) As The Trustee shall make or cause to be made REMIC elections for each of REMIC 1, REMIC 2 and REMIC A as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby on Forms 1066 as a REMIC for federal tax purposes. The Trustee shall sign and prepared by the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The Securities Administrator shall prepare such Forms 1066 and any other appropriate federal tax or information return and deliver them to the Trustee on a timely basis for the Trustee's execution. The Trustee shall execute and the Securities Administrator shall file such forms. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder hereunder. The Securities Administrator shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Trust. (d) The Securities Administrator shall prepare and fileor cause to be prepared, and cause the Trustee to sign and the Securities Administrator shall sign all of the file or cause to be filed, each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the The Securities Administrator shall have no obligation will apply for an Employer Identification Number from the Internal Revenue Service via a form SS-4 or any other acceptable method for all REMICs and other tax entities and will also file a Form 8811 with respect to prepare, file or otherwise deal all such REMICs with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Holder of a Residual Certificate shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to REMIC 1 and REMIC 2, and the Securities Administrator is irrevocably designated as and shall perform act as attorney-in-fact and agent for such Tax Matters Person for REMIC 1 and REMIC 2. The Holder of the Class R-X Certificate shall be the Tax Matters Person with respect to REMIC A, and the Securities Administrator is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for REMIC A. The Securities Administrator, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities Administrator, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the a Class AR or Class R-R X Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Securities Administrator, the Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder formed under this Agreement to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual of the Class R or R-X Certificate shall take any action, action or cause any REMIC created hereunder formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Securities Administrator, the Trustee and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder formed under this Agreement or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class AR or Class R-R X Certificate will consult with the TrusteeSecurities Administrator, the Master Trustee and the Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMICREMIC 1 or REMIC 2 or REMIC A, as applicable, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Securities Administrator, the Trustee or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Home Equity Asset-Backed Securities 2005-2 Trust)

REMIC Administration. (a) As The Trustee shall make or cause to be made REMIC elections for each of REMIC 1, REMIC 2, REMIC A, REMIC B, REMIC C, REMIC D, REMIC E and REMIC F, as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Servicer in fulfilling its respective duties hereunder hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare or cause to be prepared, sign and filefile or cause to be filed, and the Trustee shall sign all of the each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Residual Certificates with respect to the Residual Interest in the related REMIC holding the largest Percentage Interest shall perform be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to the applicable REMICs, and the Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or nor the Holder a of any Residual Certificate shall take any action, action or cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless such action or failure to take such action is expressly permitted under the terms of this Agreement or the Trustee and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due its pro rata share of any and all taxes imposed on any related REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust REMIC taxes are not paid by the Class A-R CertificateholderResidual Certificateholders, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in respect of the related REMIC or, if no such amounts are available, out of other amounts held in the Distribution Collection Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such REMICthe REMIC Regular Interests or the Certificates, as the case may be. (h) The Securities Administrator Trustee, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansEligible Substitute Mortgage Loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2006, the Servicer shall deliver to the Trustee and each Rating Agency an Officer's Certificate stating the Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee shall treat (i) the rights of the Fixed-Rate and Floating Rate Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class X and Class N Certificateholders, as beneficial owners of the REMIC A Class X/N Interest, in favor of the Holders of the Fixed-Rate and Floating Rate Certificates, and the Trustee shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder and (ii) the rights of the Holders of the Class X/N Interest under the Group I Yield Maintenance Agreement and the Class M Yield Maintenance Agreement in accordance with the terms thereof and shall assign such rights for federal tax return and information reporting a value of zero. This provision is intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Floating Rate and Fixed Rate Certificates receive interest in excess of their Pass-Through Rate, such interest will be treated as distributed to the Holders of the Class X/N Interest, together with any amount deposited in the Group I Reserve Account in respect of the Group I Yield Maintenance Agreement and the Class M Reserve Account in respect of the Class M Yield Maintenance Agreement, and then paid to the respective Classes of Fixed-Rate and Floating Rate Certificates pursuant to the related interest rate cap agreement. To the extent any Cap Carryover Amount is paid from funds other than a Yield Maintenance Agreement, such payment shall be treated as distributed to REMIC A in respect of the REMIC A Class X/N Interest and then paid to the applicable Class of Certificates pursuant to the related interest rate cap agreement. (m) [Reserved] (n) In the event that the beneficial ownership of the Class N Certificates and the Class X Certificates is held by a single Person for federal income tax purposes, such Person shall be treated as the beneficial owner of the REMIC A Class X/N Interest. In the event that beneficial ownership of the Class N and the Class X Certificates is held by two or more Persons for tax purposes, the Trustee shall treat the Class N Certificateholders and the Class X Certificateholders as partners in a partnership that owns the REMIC A Class X/N Interest for federal income tax purposes and shall not treat the Class N and Class X Certificates as an interest in any REMIC created hereunder. By acquiring the Class N Certificates and the Class X Certificates, the respective Holders will agree to treat the Class N Certificates and the Class X Certificates in the manner described in the preceding sentence for federal income tax purposes in the event that the beneficial ownership of the Class N Certificates and the Class X Certificates is separated. In such event, (i) a separate capital account shall be established and maintained for each Holder of a Class N or Class X Certificate in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv), which shall be credited with income or gain and debited by any expenses or losses and distributions allocable to such Certificates, (ii) the Class N Certificates shall be allocated income in an amount equal to interest at the Pass-Through Rate thereon and any original issue discount that would be reportable thereon if the Class N Certificate were a debt instrument issued on the date ownership of the Class N and Class X Certificates is separated, with a principal balance equal to its Notional Amount, (iii) the Class X and Class N Certificates shall be allocated income with respect to all prepayment penalties (including amounts in connection with the full or partial waiver of such prepayment penalties or premiums pursuant to Section 3.01) in accordance with the allocation of such amounts pursuant to Section 4.02(c), to the extent not allocated pursuant to Section 9.01(n)(ii) above, (iv) the Class X and Class N Certificates shall be allocated accruals (under any reasonable method) of any "cap premiums" deemed received on the date ownership of the Class X and Class N Certificates is separated in respect of the obligation of the Class X/N Interest to pay Cap Carryover Amounts, and shall be allocated expense in respect of any actual payment of such Cap Carryover Amounts based on which one of such Classes economically bears such expense, (v) the Class X Certificates shall be allocated all remaining income and any expenses and Realized Losses with respect to the Class X/N Interest, until the capital account of the Class X Certificates is reduced to zero, and any remaining expenses or losses shall be allocated to the Class N Certificates, (vi) neither the Class N Certificates nor the Class X Certificates shall be responsible for restoring any deficit to its capital account, (vii) upon termination of the Trust Fund pursuant to Article X, all amounts available for distribution to Holders of the Class N and Class X Certificates shall be distributed in accordance with their positive capital account balances, first to the Class N Certificates until their Notional Amount and any accrued but unpaid interest thereon are reduced to zero, and then to the Class X Certificates, and (viii) the Trustee shall maintain books and records with respect to the partnership on a calendar year basis (unless a different taxable year shall be required by the Code) and shall prepare or cause to be prepared, and cause the Holder of the largest Percentage Interest of the Class X Certificates to sign and file or cause to be filed all federal and state tax and information returns for the partnership, and shall furnish or cause to be furnished Schedule K-1 to the Holders of the Class N and Class X Certificates at the time required by the Code. Unless otherwise directed by a majority of the Percentage Interests of the Class X and Class N Certificates, the Trustee shall not make an election under Section 754 of the Code. The Holder of the largest Percentage Interest of the Class X Certificates, by acceptance of its Class X Certificate, agrees to act as "tax matters partner" (within the meaning of Section 6231(a)(7) of the Code) and to sign and timely file all federal and state partnership tax and information returns prepared by the Trustee pursuant to this Section 9.01(n).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (ABFC C-Bass Mortgage Loan Asset-Backed Certificates, Series 2005-Cb2)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities AdministratorTrustee’s duties as tax return preparer). (d) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designeesits designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate or Class A-R-II Certificates shall pay when due any and all taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R such Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the such Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the The Trustee, the Master Servicer or the Securities Administrator shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat the Basis Risk Reserve Fund and the Yield Maintenance Account as an outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h) that are owned by the holders of the Class X Certificates as their interest may appear and that is not an asset of any REMIC. The Trustee shall treat the rights of the Holders of the LIBOR Certificates to receive distributions to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X Certificates in favor of the Holders of the LIBOR Certificates. Thus, the Class 1-A1A, Class 1-A1B, Class 2-A1A, Class 2-A1B, Class 2-A1C1, Class 2-A1C2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12 Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority.

Appears in 1 contract

Samples: Pooling Agreement (HarborView Mortgage Loan Trust 2005-10)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, three REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust Fund. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will each interest in any REMIC created hereby shall be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities AdministratorTrustee’s duties as tax return preparer). (d) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. If one or more Classes of Regular Certificates are issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Trustee, on behalf of the Trust Fund and upon receipt of written direction from the Depositor, will determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument and based solely on information provided by the Depositor to the Trustee. (e) The Securities Administrator Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, however, shall have no information or other tax reporting obligations with respect to the Final Maturity Reserve Trust. In addition, the Administrator shall have no information or other tax reporting obligations with respect to the Yield Maintenance Trust. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Trustee or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator any NIMS Insurer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Residual Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator NIMS Insurer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator any NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state governmental authorities. To the extent that such Trust Fund taxes are not paid by the Class A-R Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansMortgage Loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator The Trustee shall not enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat each of the Capitalized Interest Account, the Basis Risk Reserve Fund, Yield Maintenance Trust, the Yield Maintenance Trust Account, the Yield Maintenance Account, the Class 0X-0X0 Xxxxx Xxxxxxxxxxx Account and the Class 0X-0X0 Xxxxx Xxxxxxxxxxx Account as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h), and not as assets of any REMIC. The Holders of the Class C Certificates are the owners of each such outside reserve fund other than the Capitalized Interest Account and the Seller is the owner of the Capitalized Interest Account. (l) The Trustee shall treat the rights of the Holders of the LIBOR Certificates to receive distributions to cover Basis Risk Shortfalls and, for the first four Distribution Dates, any payments on any Class of a Monthly Interest Distributable Amount computed at a Pass-Through Rate in excess of the Middle-Tier Net WAC Cap, as payments under a cap contract written by the Holders of the Class C Certificates in favor of the related Holders of the LIBOR Certificates. Thus, the LIBOR Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (m) The Trustee shall treat the Final Maturity Reserve Trust as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class C Certificates and not assets of any REMIC. The Class C Certificateholder shall be treated as the owner of the Final Maturity Reserve Trust and any payments made from the Final Maturity Reserve Trust to beneficial owners of Certificates (other than the Class C Certificates) shall be treated for federal income tax purposes as payments made by the Class C Certificateholder in exchange for an interest in the Certificates then owned by such beneficial owners. (n) For federal income tax purposes, upon any sale of the property held by the Trust Fund pursuant to Section 10.01(a), any NIM Redemption Amount and any Premium Proceeds paid by the Servicer shall not be treated as a portion of the purchase price paid for such property but shall instead be treated as an amount paid by the Servicer to the Holder of the Class C Certificates pursuant to a cash settled call option with respect to the property held by the Trust Fund.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView 2006-12)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Master Servicer in fulfilling its respective duties hereunder hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns of as the direct representative each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause 128 to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC, as the case may be. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2001, the Master Servicer shall deliver to the Trustee and each Rating Agency an Officer's Certificate stating the Master Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Cert Ser 2000-2)

REMIC Administration. (a) As The Trustee shall make or cause to be made REMIC elections for each of REMIC 1 and REMIC 2 as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder hereunder. The Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare or cause to be prepared, sign and filefile or cause to be filed, and the Trustee shall sign all of the each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate shall perform be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to a REMIC, and the Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder formed under this Agreement to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Servicer or the Holder a Residual of the Class R Certificate shall take any action, action or cause any REMIC created hereunder formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless such action or failure to act is expressly permitted under the terms of this Agreement, or the Trustee and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder formed under this Agreement or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each The Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder formed under this Agreement by federal or state governmental authorities, but only from amounts, if any, distributable thereon. To the extent that such Trust REMIC taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such REMICthe REMIC 1 Regular Interests or the Certificates, as the case may be. (h) The Securities Administrator Trustee, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC created hereunder formed under this Agreement on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansEligible Substitute Mortgage Loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat (i) the rights of the Class A and Mezzanine Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class X and Class N Certificateholders in favor of the Holders of the Class A and Mezzanine Certificates and (ii) the rights of the Class N and Class X Certificates under the Yield Maintenance Agreement in accordance with the terms thereof and shall assign such rights for federal tax return and information reporting a value of zero. The Trustee shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder. The provisions of this paragraph are intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Class A and Mezzanine Certificates receive interest in excess of the Class AI REMIC Pass-Through Rate, Class AII REMIC Pass-Through Rate, Class M-1 REMIC Pass-Through Rate, Class M-2 REMIC Pass-Through Rate, Class M-3 REMIC Pass-Through Rate, Class M-4 REMIC Pass-Through Rate and Class M-5 REMIC Pass-Through Rate, as applicable, such interest will be treated as distributed on the Class X/N Interest, pro rata, beneficially owned by the Class N and Class X Certificates, together with any amount deposited in the Reserve Account in respect of the Yield Maintenance Agreement, and then paid to the respective Classes of Class A and Mezzanine Certificates pursuant to the related interest rate cap agreement. (l) In the event that the beneficial ownership of the Class N Certificates and the Class X Certificates is held by a single Person for federal income tax purposes or is held proportionately by more than one Person, such Person shall be treated as the beneficial owner of the Class X/N Interest. In the event that beneficial ownership of the Class N and the Class X Certificates is held by two or more Persons for tax purposes and such Persons do not hold the Class N and Class X Certificates proportionally, the Trustee shall take the position that the Class N Certificateholders and the Class X Certificateholders as partners in a partnership that owns the Class X/N Interest for federal income tax purposes and shall not treat the Class N and Class X Certificates as an interest in any REMIC created hereunder. By acquiring the Class N Certificates and the Class X Certificates, the respective Holders will agree to treat the Class N Certificates and the Class X Certificates in the manner described in the preceding sentence for federal income tax purposes in the event that the beneficial ownership of the Class N Certificates and the Class X Certificates is separated. In such event, (1) a separate capital account shall be established and maintained for each Holder of a Class N or Class X Certificate in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv), which shall be credited with income or gain and debited by any expenses or losses and distributions allocable to such Certificates, (2) the Class N Certificates shall be allocated income in an amount equal to interest at the Pass-Through Rate thereon and any original issue discount that would be reportable thereon if the Class N Certificate were a debt instrument issued on the date ownership of the Class N and Class X Certificates is separated, with a principal balance equal to the Class N Principal Amount, (3) the Class X and Class N Certificates shall be allocated income with respect to all prepayment penalties (including amounts in connection with the full or partial waiver of such prepayment penalties or premiums pursuant to Section 3.29) in accordance with the allocation of such amounts pursuant to Section 4.02(c), (4) the Class X and Class N Certificates shall be allocated accruals (under any reasonable method) of any "cap premiums" deemed received on the date ownership of the Class X and Class N Certificates is separated in respect of the obligation of the Class X/N Interest to pay Cap Carryover Amounts, and shall be allocated expense in respect of any actual payment of such Cap Carryover Amounts based on which one of such Classes economically bears such expense, (5) the Class X Certificates shall be allocated all remaining income and any expenses and Realized Losses with respect to the Class X/N Interest, until the capital account of the Class X Certificates is reduced to zero, and any remaining expenses or losses shall be allocated to the Class N Certificates, (6) neither the Class N Certificates nor the Class X Certificates shall be responsible for restoring any deficit to its capital account, (7) upon termination of the Trust Fund pursuant to Article X, all amounts available for distribution to Holders of the Class N and Class X Certificates shall be distributed in accordance with their positive capital account balances, first to the Class N Certificates until their Principal Balance and any accrued but unpaid interest thereon are reduced to zero, and then to the Class X Certificates, and (8) the Trustee shall maintain books and records with respect to the partnership on a calendar year basis (unless a different taxable year shall be required by the Code) and shall prepare or cause to be prepared, and cause the Holder of the largest Percentage Interest of the Class X Certificates to sign and file or cause to be filed all federal and state tax and information returns for the partnership, and shall furnish or cause to be furnished Schedule K-1's to the Holders of the Class N and Class X Certificates at the time required by the Code. Unless otherwise directed by a majority of the Percentage Interests of the Class X and Class N Certificates, the Trustee shall not make an election under Section 754 of the Code. The Holder of the largest Percentage Interest of the Class X Certificates, by acceptance of its Class X Certificate, agrees to act as "tax matters partner" (within the meaning of Section 6231(a)(7) of the Code and to sign and timely file all federal and state partnership tax and information returns prepared by the Trustee pursuant to this Section 9.01(l).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Abfc Asset Backed Certificates Series 2003-Ahl1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, two REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust Fund. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will each interest in any REMIC created hereby shall be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities AdministratorTrustee’s duties as tax return preparer). (d) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. Because certain Classes of Regular Certificates are expected to be issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Trustee, on behalf of the Trust Fund and upon receipt of written direction from the Depositor, will determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument and based solely on information provided by the Depositor to the Trustee. (e) The Securities Administrator Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, however, shall have no information or other tax reporting obligations with respect to the Final Maturity Reserve Trust. In addition, the Administrator shall have no information or other tax reporting obligations with respect to the Yield Maintenance Trust. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Trustee or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator any NIMS Insurer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Residual Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator NIMS Insurer or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator any NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state governmental authorities. To the extent that such Trust Fund taxes are not paid by the Class A-R Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator The Trustee shall not enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h), and not as assets of any REMIC. The Holders of the Class C Certificates are the owners of the Basis Risk Reserve Fund. The Trustee shall treat the rights of the Holders of the LIBOR Certificates to receive distributions to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class C Certificates in favor of the related Holders of the LIBOR Certificates. Thus, the LIBOR Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (l) The Trustee shall treat the Final Maturity Reserve Trust as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class C Certificates and not assets of any REMIC. The Class C Certificateholder shall be treated as the owner of the Final Maturity Reserve Trust and any payments made from the Final Maturity Reserve Trust to beneficial owners of Certificates (other than the Class C Certificates) shall be treated for federal income tax purposes as payments made by the Class C Certificateholder in exchange for an interest in the Certificates then owned by such beneficial owners. (m) The Trustee shall treat each of the Yield Maintenance Trust, the Yield Maintenance Trust Account, the Yield Maintenance Account and the Class 2A-1C2 Yield Maintenance Account as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h), and not as assets of any REMIC. The Holders of the Class C Certificates are the owners of the Yield Maintenance Trust, the Yield Maintenance Trust Account, the Yield Maintenance Account and the Class 2A-1C2 Yield Maintenance Account. The Trustee shall treat the rights of the Holders of the LIBOR Certificates and the Holders of the Class 2A-1C2 to receive distributions to cover Basis Risk Shortfalls as payments under the cap contracts written by the Holders of the Class C Certificates in favor of the related Holders of the LIBOR Certificates. Thus, the LIBOR Certificates and the Class 2A-1C2 Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in one or two interest rate cap contracts, as applicable. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (n) For federal income tax purposes, upon any sale of the property held by the Trust Fund pursuant to Section 10.01(a), any NIM Redemption Amount and any Premium Proceeds paid by the Servicer shall not be treated as a portion of the purchase price paid for such property but shall instead be treated as an amount paid by the Servicer to the Holder of the Class C Certificates pursuant to a cash settled call option with respect to the property held by the Trust Fund.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Harborview 2006-9)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, Tax Administration (1) An election will be made by the Trustee shall elect on behalf of the Trust Fund to treat each REMIC created hereby the assets of the Trust Fund, excluding the Pre-Funding Account and the Spread Account (which for the purpose of this Section 2.07 is understood to include amounts on deposit therein invested in Permitted Instruments and the proceeds of such investments), as a REMIC for federal tax purposesunder the Code (the "Trust REMIC"). The Trustee shall sign and the Securities Administrator shall file such elections Such election will be made on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The For purposes of such election, the Class A Certificates shall be designated as the "regular interests interests" in each the Trust REMIC created hereunder and the related residual interest Class R Certificates shall be designated as designated the "residual interests" in the Preliminary StatementTrust REMIC. Following The final scheduled distribution date for the Closing DateClass A Certificates is August 15, 2028. The second anniversary of such date (August 15, 2030) shall be the Securities Administrator "latest possible maturity date" within the meaning of Treasury Regulation Section 1.860G-1(a)(4) and all amounts due on the Class A Certificates, if not previously paid, shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method be due and shall file a Form 8811 with the Internal Revenue Servicepayable on that date. (b2) The Closing Date is hereby designated as the "Startup Day" of each the Trust REMIC created hereunder within the meaning of section Section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c3) Except as provided in subsection Section 12.05, the Trustee shall pay (d) and shall be entitled to reimbursement thereof by the Servicer or otherwise in accordance with the terms of this Section 9.01Agreement) the ordinary and usual expenses in connection with the preparation, filing and mailing of tax information reports and returns that are incurred by it in the Seller shall pay any and all tax ordinary course of its administration of its tax-related expenses (not including taxes) of each REMIC created hereunderduties under this Agreement, but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties under this Agreement, including but not limited to without limitation any professional fees expenses, costs or expenses liabilities associated with audits, required independent opinions regarding tax methodology and related to audits matters or any administrative or judicial proceedings with respect to any such the Trust REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including shall be expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer)Trust Fund. (d4) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign file all of the Trust REMIC's federal and state income or franchise tax and information returns of each REMIC created hereunder (collectivelyreturns. Except as provided in Section 12.05, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities AdministratorTrustee. Notwithstanding The Servicer and the foregoingDepositors shall provide on a timely basis to the Trustee or its designee such information with respect to the Trust REMIC as is in their possession, which the Securities Administrator shall Servicer or the Depositors has or have no obligation to prepare, file received or otherwise deal with partnership tax information prepared by virtue of its activities as Servicer or returns. In the event that partnership tax information or returns are required Depositors hereunder and reasonably requested by the Internal Revenue ServiceTrustee to enable it to perform its obligations under this subsection, and the Seller, at Trustee shall be entitled to rely on such information in the performance of its own cost and expense, will prepare and file all necessary returnsobligations hereunder. (e5) The Securities Administrator Trustee shall perform on behalf of each the Trust Fund and the Trust REMIC created hereunder all tax reporting duties and other tax compliance duties that are the responsibility of each such the Trust REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, Trustee shall provide (i) to the Treasury Internal Revenue Service or other governmental authority Persons (including, but not limited to, the transferor of any Class R Certificates to a Disqualified Organization or to an agent that has acquired the Class R Certificates on behalf of a Disqualified Organization) such information as is necessary for the application of any tax relating to the transfer of the any Class A-R Certificate Certificates to any disqualified organization Disqualified Organization pursuant to Section 860E(e) of the Code and the Treasury Regulations thereunder and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. Each of the Depositors and the Servicer shall provide on a timely basis (and in no event later than 30 days after the Trustee's request) to the Trustee or its designee such information with respect to the Trust REMIC as is in its possession and reasonably requested in writing by the Trustee to enable it to perform its obligations under this subsection. (f6) Each The Trustee or an affiliate of the Master ServicerTrustee shall acquire and retain a 0.0001% Percentage Interest in the Class R Certificates and shall act as Tax Matters Person of the REMIC. (7) The Trustee, the Trustee Holders of the Class R Certificates and the Securities Administrator (to Servicer shall perform their obligations under this Agreement and the extent that REMIC Provisions in a manner consistent with the affairs status of the REMICs are Trust REMIC as a REMIC or, as appropriate, shall adopt a plan of complete liquidation. (8) The Trustee, the Holders of the Class R Certificates and the Servicer shall not take any action or cause the Trust REMIC to take any action, within such Person’s their respective control and the scope of its their specific responsibilities respective duties under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action this Agreement that, under the REMIC Provisions, if taken could (i) endanger the status of the Trust REMIC as a REMIC or not taken, as the case may be, could (ii) result in an Adverse the imposition of a tax upon the Trust REMIC Event (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions as defined in Code Section 860G(d)) unless (A) the Trustee and has received a Nondisqualification Opinion (at the Securities Administrator have expense of the party seeking to take such action) with respect to such action or (B) the Trustee has received an Opinion of Counsel opinion (at the expense of the party seeking to take such action) to the effect that the contemplated such action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or cause the assets therein, or causing any such Trust REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect fail to whether such action could cause an Adverse qualify as a REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing calculated that an Adverse REMIC Event could occurno tax will actually be imposed. (g9) Each To the extent not paid pursuant to paragraph (d) of this Section 2.07, each Holder of the a Class A-R Certificate shall pay when due its pro rata share of any and all federal, state and local taxes imposed on the Trust REMIC or its assets or transactions, including, without limitation, "prohibited transaction" taxes, as defined in Section 860F of the Code, any REMIC created hereunder tax on contributions imposed by federal or state governmental authoritiesSection 860G(d) of the Code, and any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code. To the extent that such Trust REMIC taxes are not paid by the Class A-R CertificateholderCertificateholders, the Paying Agent Trustee shall pay any remaining Trust REMIC taxes out of current or future amounts otherwise distributable to the Holder Holders of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may beCertificates. (h10) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each the Trust REMIC created hereunder on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein, all amounts collected on the Mortgage Loans shall, for federal income tax purposes, be allocated first to interest due and payable on the Mortgage Loans (including interest on overdue interest) (other than additional interest at a penalty rate payable following a default). The books and records must be sufficient concerning the nature and amount of the Trust REMIC's investments to show that the Trust REMIC has complied with the REMIC Provisions. (i11) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which the Trust REMIC created hereunder will receive a fee or other compensation for services. (12) In order to enable the Trustee to perform its duties as set forth herein, the Depositors shall provide, or cause to be provided, to the Trustee within 10 days after the Closing Date all information or data that the Trustee reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates, including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows of the Class A Certificates and the Class R Certificates, as applicable, and the projected cash flows on the Mortgage Loans. Thereafter, the Depositors shall provide to the Trustee, promptly upon request therefor, any such additional information or data that the Trustee may, from time to time, reasonably request in order to enable the Trustee to perform its duties as set forth herein. The Trustee is hereby directed to use any and all such information or data provided by the Depositors in the preparation of all federal and state income or franchise tax and information returns and reports for the Trust REMIC to Certificateholders as required herein. The Depositors hereby indemnify the Trustee for any losses, liabilities, damages, claims or expenses of the Trustee arising from any errors or miscalculations of the Trustee pursuant to this Section that result from any failure of the Depositors to provide, or to cause to be provided, accurate information or data to the Trustee (but not resulting from the methodology employed by the Trustee) on a timely basis and such indemnifications shall survive the termination of this Agreement. (13) The Servicer shall prepare and file with the Internal Revenue Service, on behalf of the Trust REMIC, an application for a taxpayer identification number for the Trust REMIC on IRS Form SS-4. The Trustee, upon receipt from the Internal Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall promptly forward a copy of such notice to the Depositors. The Trustee shall prepare and file Form 8811 on behalf of the Trust REMIC and shall designate from time to time an appropriate Person (the "REMIC Reporting Agent") to respond to inquiries by or on behalf of Certificateholders for original issue discount and related information in accordance with applicable provisions of the Code. It is understood that the Trustee shall initially use the services of the accounting firm of Grant Thornton LLP in discharging its responsibilities under this sxxxxxxxxx 0.00(a). The Trustee agrees that all such information or data so obtained by it are to be regarded as confidential information and agrees that it shall use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositors, any or all of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without the prior written consent of the Depositors, unless such information is generally available to the public (other than as a result of a breach of this Section) or is required by law or applicable regulations to be disclosed. (14) The Spread Account shall be an "outside reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and shall not be an asset of the Trust REMIC. The owner of the Spread Account shall be the Holders of the Class R Certificates in proportion to their respective ownership interests in the Class R Certificates. For all federal income tax purposes, the Trustee and the Holders of the Class R Certificates shall treat amounts distributed by the Trust REMIC to the Spread Account as having been distributed on the residual interests represented by the Class R Certificates and distributions on the Class R Certificates out of the Spread Account shall be considered not to be distributions from the REMIC. Further, amounts on deposit in the Spread Account will be treated as owned by the Class R Certificateholders, not in the capacity as holders of the residual interest, but as owners of the separate Spread Account.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Eqcc Asset Backed Corp)

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REMIC Administration. (a) As The Trustee shall make or cause to be made REMIC elections for each of REMIC 1, REMIC 2, REMIC 3 and REMIC 4 as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder hereunder. The Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Trust. (d) The Securities Administrator Trustee shall prepare or cause to be prepared, sign and filefile or cause to be filed, and the Trustee shall sign all of the each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate shall perform be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to a REMIC, and the Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder formed under this Agreement to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Servicer or the Holder a Residual of the Class R Certificate shall take any action, action or cause any REMIC created hereunder formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder formed under this Agreement or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each The Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder formed under this Agreement by federal or state governmental authorities, but only from amounts, if any, distributable thereon. To the extent that such Trust REMIC taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such REMICthe REMIC Regular Interests or the Certificates, as the case may be. (h) The Securities Administrator Trustee, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC created hereunder formed under this Agreement on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansEligible Substitute Mortgage Loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2004, the Trustee shall deliver to each Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 9.01. (l) The Trustee shall treat (i) the rights of the Offered Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class CE Certificateholders in favor of the Holders of the Offered Certificates and (ii) the rights of the Class CE Certificates under the Yield Maintenance Agreement in accordance with the terms thereof and shall assign such rights for federal tax return and information reporting a value of zero. The Trustee shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder. The provisions of this paragraph are intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Offered Certificates receive interest in excess of the Class A-1 REMIC Pass-Through Rate, Class A-1A REMIC Pass-Through Rate, Class A-2 REMIC Pass-Through Rate, Class A-3 REMIC Pass-Through Rate, Class M-1 REMIC Pass-Through Rate, Class M-2 REMIC Pass-Through Rate, Class M-3 REMIC Pass-Through Rate, Class M-4 REMIC Pass-Through Rate, Class M-5 REMIC Pass-Through Rate and Class M-6 REMIC Pass-Through Rate, as applicable, such interest will be treated as distributed on the REMIC 4 Components, pro rata, beneficially owned by the Class CE Certificates, together with any amount deposited in the Reserve Account in respect of the Yield Maintenance Agreement, and then paid to the respective Classes of Offered Certificates pursuant to the related interest rate cap agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Asset Backed Funding Corp Abfc Asset Back Cert Ser 2003 Opt1)

REMIC Administration. (a) As The Trustee shall make or cause to be made REMIC elections for each of REMIC 1 and REMIC 2 as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. In addition, the Trustee shall request a taxpayer identification number on IRS Form SS-4 for each REMIC and file IRS Form 8811 for each such REMIC within 30 days of the Closing Date. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder hereunder. The Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Trust. (d) The Securities Administrator Trustee shall prepare or cause to be prepared, sign and filefile or cause to be filed, and the Trustee shall sign all of the each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate shall perform be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC, and the Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder formed under this Agreement to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Servicer or the Holder a Residual of the Class R Certificate shall take any action, action or cause any REMIC created hereunder formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger or cause the loss of the status of such REMIC as a REMIC or (ii) result in the imposition of any tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee Trustee, the NIMS Insurer and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder formed under this Agreement or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master NIMS Insurer and the Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee Trustee, the NIMS Insurer or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each The Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder formed under this Agreement by federal or state governmental authorities, but only from amounts, if any, distributable thereon. To the extent that such Trust REMIC taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such REMIC, as the case may beCertificates. (h) The Securities Administrator Trustee, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC created hereunder formed under this Agreement on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansREMIC. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat (i) the rights of the Class A-1A Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class CE Certificateholders in favor of the Holders of the Class A-1A Certificates and (ii) the rights of the Class CE Certificates under the Yield Maintenance Agreement in accordance with the respective terms thereof and shall assign such rights for federal tax return and information reporting a value of zero. The Trustee shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder. The provisions of this paragraph and Section 3.04(g) are intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Class A-1A Certificates receive interest in excess of their Certificate Interest Rate, such interest will be treated as distributed to the Class CE Certificates, together with any amounts deposited in the Reserve Account in respect of the Yield Maintenance Agreement and then paid to the Class A-1A Certificates pursuant to the related interest rate cap agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (ABFC 2005-Aq1 Trust)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and be made by the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Securities Administrator shall pay any and all expenses relating to any tax related expenses audit of any REMIC (not including taxes) of each REMIC created hereunderincluding, including but not limited to to, any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities), but only including the expense of obtaining any tax related Opinion of Counsel. The Securities Administrator shall be entitled to reimbursement of expenses incurred pursuant to this Section 11.01(c) to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described provided in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer)Section 9.05. (d) The Securities Administrator Seller shall prepare and file, or cause to be prepared and the Trustee shall sign filed, all of the REMICs’ federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”including Form 8811) as the direct representativerepresentative each REMIC created hereunder. Such federal and state tax and information returns shall be signed by the Trustee, unless the Securities Administrator or another Person is required to sign such returns by the Code or state or local tax laws, regulations or rules, in which case the Securities Administrator or such other Person shall sign such returns, within 7 Business Days of receipt, and return them to the Seller. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the related “Tax Matters Person”) with respect to REMIC 1, REMIC 2 and REMIC 3 and shall act as Tax Matters Person for each such REMIC. The Seller, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorSeller, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization upon reasonable additional compensation and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Seller, as agent for the Tax Matters Person, shall represent each 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 any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) Each of The Securities Administrator, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall not take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master ServicerSecurities Administrator, the Securities Administrator Servicer or the Holder a of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an Adverse REMIC Event Event”) unless the Trustee and Trustee, the Securities Administrator and the Servicer have received an Opinion of Counsel Counsel, (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the Master Securities Administrator and the Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or Trustee, the Securities Administrator or the Master Servicer has advised it in writing that an Adverse REMIC Event could occur. The Trustee, the Securities Administrator or the Servicer may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event shall such cost be an expense of the Trustee, the Securities Administrator or the Servicer. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Securities Administrator shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the case may beState of California for state tax purposes by virtue of the location of the Servicer, the Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Residual Certificate fails to pay such taxes, if any, when imposed. (h) The Securities Administrator Seller, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Securities Administrator, the Servicer or the Securities Administrator Master Servicer shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) [Reserved]. (l) The Securities Administrator will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete the Form 8811.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Renaissance Home Equity Loan Trust 2007-3)

REMIC Administration. (a) As set forth The Trustee shall make or cause to be made REMIC elections for each REMIC designated as such in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Servicer in fulfilling its respective duties hereunder hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns as the direct representative of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Residual Certificates with respect to each REMIC holding the largest Percentage Interest shall perform be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to the applicable REMIC or REMICs, and the Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or nor the Holder a of any Residual Certificate shall take any action, action or cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless such action or failure to act is expressly permitted under the terms of this Agreement or the Trustee and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due its pro rata share of any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust REMIC taxes are not paid by the Class A-R CertificateholderResidual Certificateholders, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in each REMIC or, if no such amounts are available, out of other amounts held in the Distribution Collection Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such REMICthe REMIC Regular Interests or the Certificates, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (C-Bass Mortgage Loan Asset-Backed Certificates Series 2005-Cb1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Class 1-X Certificates and that is not an asset of any REMIC. The Securities Administrator shall treat the rights of the Holders of the Class 1-A Certificates to receive distributions from the Basis Risk Reserve Fund to cover Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class 1-X Certificates in favor of the Holders of the Class 1-A Certificates. Thus, the Class 1-A Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenwich Capital Accept Inc Harborview Mort Loan Tr 2003 2)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee The Securities Administrator shall elect to treat each REMIC created hereby hereunder as a REMIC for federal tax purposesunder the Code and, if necessary, under applicable state law. The Trustee shall sign and the Securities Administrator shall file Each such elections election will be made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the R-I interest shall be designated as the Residual Interest in REMIC I. The regular interests Certificates (other than the Residual Certificates) shall be designated as the Regular Interests in each REMIC II and the Class R Certificate shall be designated as the Residual Interest in REMIC II. The Securities Administrator shall not permit the creation of any “interests” in any REMIC created hereunder (within the meaning of Section 860G of the Code) other than the REMIC I Regular Interests and the related residual interest shall be as designated in interests represented by the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue ServiceCertificates. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section Section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Securities Administrator shall pay out of funds on deposit in the Distribution Account, any and all expenses relating to any tax related expenses audit of the Trust Fund (not including taxes) of each REMIC created hereunderincluding, including but not limited to to, any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC created hereunder that involve the Internal Revenue Service or state tax authorities) unless such expenses, but only to professional fees or any administrative or judicial proceedings are incurred by reason of the extent that Securities Administrator’s willful misfeasance, bad faith or negligence. The Securities Administrator, as agent for the tax matters person for each REMIC formed hereby, shall (i) such expenses are ordinary act on behalf of the Trust Fund in relation to any tax matter or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or controversy involving any REMIC created hereunder and (ii) such represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto and will be entitled to reimbursement from the Trust Fund for any expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or incurred by the Securities Administrator in fulfilling its respective duties hereunder (including connection therewith unless such administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority is incurred by reason of the Securities Administrator’s duties as tax return preparer). (d) willful misfeasance, bad faith or negligence. The Securities Administrator shall prepare and file, and the Trustee shall sign all holder of the federal and state tax and information returns largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder (collectivelyhereunder. By their acceptance thereof, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer holder of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each largest Percentage Interest of the Master Servicer, the Trustee and the Securities Administrator (Residual Certificates hereby agrees to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, irrevocably appoint the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder an Affiliate as its agent to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense perform all of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder duties of the Class A-R Certificate will consult with tax matters person for the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occurTrust Fund. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (J.P. Morgan Mortgage Acquisition Corp. 2005-WMC-1)

REMIC Administration. (a) As The Trustee shall make or cause to be made REMIC elections for each of REMIC 1, REMIC 2 and REMIC 3 as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. In addition, the Trustee shall request a taxpayer identification number on IRS Form SS-4 for each such REMIC or other tax entity formed under this agreement and file IRS Form 8811 for each such REMIC within 30 days of the Closing Date. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder hereunder. The Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Trust. (d) The Securities Administrator Trustee shall prepare or cause to be prepared, sign and filefile or cause to be filed, and the Trustee shall sign all of the each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate shall perform be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC, and the Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder formed under this Agreement to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Servicer or the Holder a Residual of the Class R Certificate shall take any action, action or cause any REMIC created hereunder formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger or cause the loss of the status of such REMIC as a REMIC or (ii) result in the imposition of any tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee Trustee, the NIMS Insurer and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder formed under this Agreement or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master NIMS Insurer and the Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee Trustee, the NIMS Insurer or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each The Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder formed under this Agreement by federal or state governmental authorities, but only from amounts, if any, distributable thereon. To the extent that such Trust REMIC taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such REMICthe Certificates, as the case may be. (h) The Securities Administrator Trustee, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC created hereunder formed under this Agreement on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansEligible Substitute Mortgage Loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Asset Backed Funding Corp)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, three REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the SellerDepositor, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. Because certain Classes of Regular Certificates are expected to be issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Securities Administrator, on behalf of the Trust, intends to determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Securities Administrator, however, shall have no information or other tax reporting obligations with respect to the Final Maturity Reserve Trust. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any the REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their its designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each In the event that any tax is imposed on “prohibited transactions” of any REMIC created hereby as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of the Trust Fund as defined in Section 860G(c) of the Code, on any contribution to any REMIC created hereby after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including, without limitation, any federal, state or local tax or minimum tax imposed upon any REMIC created hereby, and is, in each case, attributable to the activities of any REMIC created hereby and not paid as otherwise provided for herein, such tax shall be paid (i) by the Trustee, Master Servicer or the Securities Administrator, if any such tax arises out of or results from a breach by the Trustee, Master Servicer or the Securities Administrator, respectively, of any of its obligations under this Agreement, (ii) by any party hereto (other than the Trustee, Master Servicer or the Securities Administrator) to the extent any such tax arises out of or results from a breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that any liable party hereto fails to honor its obligations under the preceding clauses (i) or (ii), first with amounts otherwise to be distributed to Holder of the Class A-R Certificate shall pay when due any Certificate, and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholdersecond, the Paying Agent shall pay any remaining REMIC taxes out of current or future with amounts otherwise distributable to be distributed to all remaining Classes of Certificates, on a pro rata basis, based on the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may bebe distributed. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, the Master Servicer or Trustee nor the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class X Certificates and not as assets of any REMIC. The Securities Administrator shall treat the rights of the LIBOR Certificateholders to receive distributions from the Basis Risk Reserve Fund as payments under a cap contract written by the Class X Certificateholders in favor of the LIBOR Certificateholders. Thus, the LIBOR Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contract shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (l) The Securities Administrator shall treat the Final Maturity Reserve Trust as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class I Certificates and not assets of any REMIC. The Class I Certificateholder shall be treated as the owner of the Final Maturity Reserve Trust and any payments made from the Final Maturity Reserve Trust to beneficial owners of Certificates (other than the Class I Certificates) shall be treated for federal income tax purposes as payments made by the Class I Certificateholder in exchange for an interest in the Certificates then owned by such beneficial owners.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Luminent 2006-5)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, An election will be made by the Trustee shall elect to treat each REMIC created hereby the Trust Fund as a REMIC for federal tax purposesunder the Code. The Trustee shall sign and the Securities Administrator shall file such elections Such election will be made on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The For the purposes of such election, each Class A Certificate and each Class B Certificate shall be designated as the "regular interests interests" in each the REMIC created hereunder and the related residual interest Class R Certificate shall be designated as designated the "residual interest" in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue ServiceREMIC. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Master Servicer in fulfilling its respective duties hereunder (including the Securities Administrator’s its duties as tax return preparer). The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Securities Administrator Master Servicer shall prepare and fileprepare, and the Trustee shall sign and file, all of the each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsMaster Servicer. (e) The Securities Administrator Master Servicer shall act as Tax Matters Person for each REMIC. The Master Servicer or its designee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities Administrator, Master Servicer shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any the REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any the REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any the related REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 1999, the Master Servicer shall deliver to the Trustee and the Rating Agency an Officer's Certificate stating the Master Servicer's compliance with the provisions of this Section 10.01.

Appears in 1 contract

Samples: Trust Agreement (Structured Asset Securities Corp)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Servicer in fulfilling its respective duties hereunder hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”including Form 8811) as the direct representativerepresentative each REMIC created hereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to REMIC 1 and REMIC 2 and shall act as Tax Matters Person for REMIC 1 and REMIC 2. The Holder of the Class R-3 Certificate shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to REMIC 3 and REMIC 4 and shall act as Tax Matters Person for REMIC 3 and REMIC 4. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each 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 any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item 122 of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) Each of the Master ServicerThe Trustee, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the case may beState of California for state tax purposes by virtue of the location of the Servicer, the Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Residual Certificate fails to pay such taxes, if any, when imposed. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. 123 (k) On or before April 15 of each calendar year beginning in 2003, the Servicer shall deliver to the Trustee and each Rating Agency an Officers' Certificate stating the Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete the Form 8811.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Financial Asset Sec Corp First Frank Mort Ln Tr 2002-Ff2)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Master Servicer in fulfilling its respective duties hereunder hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns of as the direct representative each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service 149 or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each 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 any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee Trustee, the NIMS Insurer and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the NIMS Insurer and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee Trustee, the NIMS Insurer or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the case may be.State of California for state tax purposes by virtue of the location of the Master Servicer, the Master Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Class R Certificate fails to pay such taxes, if any, when imposed. 150 (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2003, the Master Servicer shall deliver to the NIMS Insurer, the Trustee and each Rating Agency an Officers' Certificate stating the Master Servicer's compliance with the provisions of this Section 9.01.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Option One Mortgage Accep Corp Ast Back Certs Ser 2003-3)

REMIC Administration. (a) As set forth It is intended that the REMIC I and REMIC II shall each constitute, and that the affairs of the REMIC I and REMIC II shall be conducted so as to qualify REMIC I and REMIC II as REMICs as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Trust Administrator covenants and agrees that it shall act as agent (and the Trust Administrator is hereby appointed to act as agent) and as agent of the Tax Matters Person on behalf of each REMIC in the Preliminary Statement Trust, and that in such capacities, it shall: (i) prepare, sign and file, or cause to this Agreementbe prepared and filed, the Trustee shall elect in a timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066) and any other Tax Return required to treat be filed by each REMIC created hereby in the Trust, using a calendar year as the taxable year for each REMIC in the Trust; (ii) make, or cause to be made, an election, on behalf of each of REMIC I and REMIC II, to be treated as a REMIC for on the federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following Trust for its first taxable year; (iii) prepare and forward, or cause to be prepared and forwarded, to the Closing DateTrustee, the Securities Administrator shall apply Certificateholders and to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or and any other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and relevant governmental taxing authority all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are and when required by to be provided to them in accordance with the Code or REMIC Provisions.; (fiv) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs Trust are within its control, conduct such Person’s control and affairs of the scope of its specific responsibilities under the Agreement) and the Holders of Trust at all times that any Certificates shall take any action or cause any REMIC created hereunder are outstanding so as to take any action necessary to create or maintain the status of any each REMIC created hereunder in the Trust as a REMIC under the REMIC Provisions and shall assist each any other applicable federal, state and local laws, including, without limitation, information reports relating to "original issue discount," as necessary to create or maintain such status. None defined in the Code, based upon the Prepayment Assumption and calculated by using the issue price of the Trustee, the Master Servicer, the Securities Administrator Certificates; (v) not knowingly or the Holder a Residual Certificate shall intentionally take any action, cause any REMIC created hereunder action or omit to take any action that would cause the termination of the REMIC status of each REMIC in the Trust; (vi) pay or fail to take (or fail to cause to be taken) paid from the Trust the amount of any action thatand all federal, under state, and local taxes, imposed upon the REMIC ProvisionsTrustee or the Certificateholders in connection with the Trust or the Mortgage Loans, prohibited transaction taxes as defined in Section 860F of the Code imposed on the Trust when and as the same shall be due and payable (but such obligation shall not prevent the Trust Administrator or any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trustee from withholding payment of such tax, if taken permitted by law, pending the outcome of such proceedings). The Master Servicer shall reimburse the Trust for any taxes paid by it pursuant to this clause (vi) to the extent that such taxes are imposed as a result of the bad faith, willful misfeasance or not takennegligence of the Master Servicer in the performance of its obligations hereunder; (vii) ensure that any such returns or reports filed on behalf of each REMIC in the Trust by the Trust Administrator are properly executed by the appropriate person; (viii) represent each REMIC in the Trust 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 each REMIC in the case may beTrust, could result enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of the Trust and otherwise act on behalf of each REMIC in an Adverse REMIC Event unless the Trustee and Trust in relation to any tax matter involving the Securities Administrator have received an Opinion of Counsel (Trust at the expense of the party seeking Master Servicer; (ix) as provided in Section 6.2 hereof, make available information necessary for the computation of any tax imposed (1) on transferors of Residual Certificates to take such actiontransferees that are not Permitted Transferees or (2) to the effect that the contemplated action will not result on pass-through entities, any interest in which is held by an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action entity which is not expressly permitted under a Permitted Transferee. The Trustee covenants and agrees that it will cooperate with the terms of this AgreementMaster Servicer and the Trust Administrator in the foregoing matters and that it will sign, as Trustee, any Holder and all tax returns prepared by the Trust Administrator required to be filed on behalf of the Class A-R Certificate will consult with Trust. Notwithstanding the Trusteeforegoing, at such time as the Trustee becomes the successor Master Servicer, the Securities Administrator or their designeesHolder of the largest Percentage Interest of each Class of Residual Certificates shall serve as Tax 146 152 Matters Person for such Class until such time as an entity is appointed to succeed the Trustee as master servicer; (x) make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is not a Permitted Transferee, including the information described in writing, Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to whether the "excess inclusions" of such action could cause Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Adverse REMIC Event Ownership Interest in a Residual Certificate having as among its record holders at any time any Person that is not a Permitted Transferee. Reasonable compensation for providing such information may be accepted by the Trust Administrator; and (xi) Upon filing with the Internal Revenue Service, the Trust Administrator shall furnish to occur the Holders of the Residual Certificates the Form 1066 and each Form 1066Q and shall respond promptly to written requests made not more frequently than quarterly by any Holder of Residual Certificates with respect to any the following matters but only to the extent the Trustee has the information available with respect to such REMIC, matters: (1) The original projected principal and no such Person shall take any such action or cause any REMIC interest cash flows on the Closing Date on each class of regular and residual interests created hereunder to take any such action as to which and on the Trustee or Mortgage Loans, based on the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur.Prepayment Assumption; (g2) Each Holder The projected remaining principal and interest cash flows as of the Class A-R Certificate shall pay when due end of any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records calendar quarter with respect to each REMIC class of regular and residual interests created hereunder and the Mortgage Loans, based on a calendar year and on an accrual basis.the Prepayment Assumption; (i3) No additional contributions The Prepayment Assumption (and any multiple thereof used to calculate the issue price of assets shall be made the Certificates) and any interest rate assumptions used in determining the projected principal and interest cash flows described above; (4) The original issue discount (or, in the case of the Mortgage Loans, market discount) or premium accrued or amortized through the end of such calendar quarter with respect to any REMIC each class of regular or residual interests created hereunder and with respect to the Mortgage Loans, together with each constant yield to maturity used in computing the same; (5) The treatment of losses realized with respect to the Mortgage Loans or the regular interests created hereunder, except as expressly provided in this Agreement including the timing and amount of any cancellation of indebtedness income of each REMIC with respect to eligible substitute mortgage loans.such regular interests or bad debt deductions claims with respect to the Mortgage Loans; (j6) None The amount and timing of the Trusteeany non-interest expenses of each REMIC; and (7) Any taxes (including penalties and interest) imposed on each REMIC, the Master Servicer including, without limitation, taxes on "prohibited transactions," "contribution" or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee "net income from foreclosure property" or other compensation for servicesstate or local income or franchise taxes.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Union Residential Securitization Transactions Inc)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities AdministratorTrustee’s duties as tax return preparer). (d) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designeesits designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the The Trustee, the Master Servicer or the Securities Administrator shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the holders of the Class X Certificates and that is not an asset of any REMIC. The Trustee shall treat the rights of the Holders of the Class X Certificates to receive distributions from the Basis Risk Reserve Fund to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class X Certificates in favor of the Holders of the Class X Certificates. Thus, the Class 1-A, Class 2-A-1A, Class 2-A-1B, Class 2-A-1C, Class 2-A-2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView Mortgage Loan Trust 2005-2)

REMIC Administration. (a) As An election will be made by the Trustee to treat the segregated pool of assets consisting of (i) the Mortgage Loan (other than the right to receive Default Interest), (ii) all amounts held from time to time in the Distribution Account and the Certificate Account, (iii) any property which secures the Mortgage Loan and which is acquired by foreclosure, deed-in-lieu of foreclosure or otherwise and (iv) certain other rights set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby herein as a REMIC for federal tax purposesunder the Code. The Trustee shall sign and the Securities Administrator shall file such elections Such election will be made on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The For purposes of such election, the rights of the Holders of Class A, Class B, Class C and Class D Certificates (other than the right to receive Default Interest) shall be designated as the "regular interests interests" in each the Trust REMIC created hereunder and the related residual interest rights of the Holders of the Class R Certificates shall be designated as designated the "residual interest" in the Preliminary StatementTrust REMIC. Following The final scheduled distribution date for the Closing DateClass A, the Securities Administrator Class B, the Class C, the Class D and the Class R Certificates shall apply be the Final Certificate Distribution Date. The portion of the Trust Fund holding the right to receive Default Interest shall be treated as a grantor trust or as a mere custodial arrangement for United States Federal income tax purposes and the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and Trustee shall file a Form 8811 1041 with respect to such portion of the Internal Revenue ServiceTrust Fund. (b) The Closing Date is hereby designated as the "Startup Day" of each the Trust REMIC created hereunder within the meaning of section Section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Trustee shall pay any the ordinary and all usual expenses of the Trust REMIC in connection with the preparation, filing and mailing of tax related expenses information reports and returns required to be filed under the Code (not including fees for filing which are materially increased or any taxes) of each REMIC created hereunder, however denominated, including but not limited any additions to tax, penalties and interest, or any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such the Trust REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable provided that, if, in its reasonable discretion, it deems it necessary, in order to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain protect the status of any the Trust REMIC created hereunder as a REMIC under or prevent the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Trust Fund or the Holder Certificateholders or any of them from the imposition of tax, to retain professionals to assist it in any such proceedings (other than routine proceedings not involving a Residual Certificate shall take any action, cause any REMIC created hereunder controversy) then such fees and expenses may be reimbursed from the Distribution Account pursuant to take any action or fail to take (or fail to cause to be takenSection 3.3(e) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee hereof and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets Certificateholders shall be made required to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansreimburse the Trust Fund for such expenses. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Kranzco Realty Trust)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, two REMIC elections shall by made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust Fund. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will each interest in any REMIC created hereby shall be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) . The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. Because certain Classes of Regular Certificates are expected to be issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any state or local taxing authority. Among its other dutiescase, if required by the Code, the REMIC Provisions or other such guidancefor at least 30 days), the Securities Administrator, shall provide (i) on behalf of the Trust Fund, and upon receipt of written direction from the Depositor, will determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument and based solely on information provided by the Depositor to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC ProvisionsSecurities Administrator. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView 2006-13)

REMIC Administration. (a) As The Trustee shall (i) make or cause to be made REMIC elections for each of REMIC 1 and REMIC 2 as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued, and (ii) file Form 8811, or other applicable form, within 30 days of the Closing Date (or such other period as may be allowed by applicable law), indicating the name, title, address and telephone number of the Person who will serve as the representative of REMIC 2. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder hereunder. The Trustee shall be entitled to reimbursement of expenses other than those expenses described in clause (including i) or (ii) above from the Securities Administrator’s duties as tax return preparer)Trust. (d) The Securities Administrator Trustee shall prepare or cause to be prepared, sign and filefile or cause to be filed, and the Trustee shall sign all of the each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate shall perform be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC, and the Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (ABFC Asset-Backed Certificates, Series 2005-He2)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee Securities Administrator shall elect to treat each REMIC created hereby as a REMIC that the Trust Fund comprise two REMICs for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections election on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section Section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the each Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, Administrator shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization Disqualified Organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, Securities Administrator and the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs each REMIC are within such Person’s control and the scope of its their specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any each REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master ServicerSecurities Administrator, the Securities Administrator Master Servicer or the Holder a Residual Certificate shall take any action, cause any each REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any each REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master ServicerSecurities Administrator, the Securities Administrator Master Servicer or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any each REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Administrator, as agent for the Tax Matters Person shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any each REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which each REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenwich Capital Acc Inc Provident Fund Mort Loan Tr 2004 1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, two REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust Fund. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. Because certain Classes of Regular Certificates are expected to be issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Securities Administrator, on behalf of the Trust Fund, intends to determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any the REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their its designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust Fund taxes are not paid by the Class A-R Certificateholder, the Paying Agent Securities Administrator shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, the Master Servicer or Trustee nor the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat each Basis Risk Reserve Fund and the Yield Maintenance Account as outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h), and not as assets of any REMIC. The Holders of the Class 1-X Certificates are the owners of the Group 1 Basis Risk Reserve Fund and the portion of the Yield Maintenance Account attributable to Yield Maintenance Agreements related to Group 1 Certificates, the Holders of the Class 2-X Certificates are the owners of the Group 2A Basis Risk Reserve Fund and the portion of the Yield Maintenance Account attributable to Yield Maintenance Agreements related to Group 2 Certificates, and the Holders of the Class 2-X-B Certificates are the owners of the Group 2B Basis Risk Reserve Fund. The Securities Administrator shall treat the rights of the Holders of the LIBOR Certificates to receive distributions to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class 1-X, Class 2-X and Class 2-X-B Certificates, as applicable, in favor of the related Holders of the LIBOR Certificates. Thus, the LIBOR Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MortgageIT Mortgage Loan Trust 2006-1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, two REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust Fund. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. Because certain Classes of Regular Certificates are expected to be issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Securities Administrator, on behalf of the Trust Fund and upon receipt of written direction from the Depositor, will determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument and based solely on information provided by the Depositor to the Securities Administrator. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any the REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their its designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust Fund taxes are not paid by the Class A-R Residual Certificateholder, the Paying Agent Securities Administrator shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, the Master Servicer or Trustee nor the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h), and not as assets of any REMIC. The Holders of the Class C Certificates are the owners of the Basis Risk Reserve Fund. The Securities Administrator shall treat the rights of the Holders of the LIBOR Certificates to receive distributions to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class Certificates in favor of the related Holders of the LIBOR Certificates. Thus, the LIBOR Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Harborview 2006-Bu1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities AdministratorTrustee’s duties as tax return preparer). (d) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designeesits designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R such Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the such Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the The Trustee, the Master Servicer or the Securities Administrator shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat the Basis Risk Reserve Fund as an outside reserve funded within the meaning of Treasury Regulation Section 1.860G-2(h). The Basis Risk Reserve Fund X-1 Subaccount, the Basis Risk Reserve Fund X-3A and the Basis Risk Reserve Fund X-B Subaccount shall be treated as being beneficially owned by the holders of the Class X-1 Certificates, the Class X-3A Certificates and the Class X-B Certificates, respectively. The Trustee shall treat the rights of the Holders of the LIBOR Certificates to receive distributions from the related Subaccount of the Basis Risk Reserve Fund to cover Basis Risk Shortfalls as payments under an interest rate cap contract written by (i) the Holders of the Class X-1 Certificates, in the case of the Class 1-A1A, Class 1-A1B, Class 1-A2A, Class 1-A2B, Class 2-A1A, Class 2-A1B and Class 2-A1C Certificates, (ii) the Holders of the Class X-3A Certificates, in the case of the Class 3-A1A, Class 3-A1B and Class 3-A1C Certificates, and (iii) the Holders of the the Class X-B Certificates, in the case of the Subordinate Certificates. Amounts deposited into the Basis Risk Reserve Fund X-1 Subaccount shall be treated for federal income tax purposes as amounts distributed on the Class X-1 Certificates. Amounts deposited into the Basis Risk Reserve Fund X-3A Subaccount shall be treated for federal income tax purposes as amounts distributed on the Class X-3A Certificates. Amounts deposited into the Basis Risk Reserve Fund X-B Subaccount shall be treated for federal income tax purposes as amounts distributed on the Class X-B Certificates. (l) For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority.

Appears in 1 contract

Samples: Pooling Agreement (Harborview 2006-4)

REMIC Administration. (a) As The Trustee shall make or cause to be made REMIC elections for each of REMIC 1 and REMIC 2 as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder hereunder. The Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Trust. (d) The Securities Administrator Trustee shall prepare or cause to be prepared, sign and filefile or cause to be filed, and the Trustee shall sign all of the each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate shall perform be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC, and the Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder formed under this Agreement to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Servicer or the Holder a Residual of the Class R Certificate shall take any action, action or cause any REMIC created hereunder formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger or cause the loss of the status of such REMIC as a REMIC or (ii) result in the imposition of any tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee Trustee, the NIMS Insurer and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder formed under this Agreement or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master NIMS Insurer and the Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee Trustee, the NIMS Insurer or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each The Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder formed under this Agreement by federal or state governmental authorities, but only from amounts, if any, distributable thereon. To the extent that such Trust REMIC taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such REMICthe REMIC Regular Interests or the Certificates, as the case may be. (h) The Securities Administrator Trustee, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC created hereunder formed under this Agreement on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansEligible Substitute Mortgage Loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat (i) the rights of the Offered Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class CE Certificateholders in favor of the Holders of the Offered Certificates and (ii) the rights of the Class CE Certificates under the Class A Yield Maintenance Agreement, Class M-1/M-5 Yield Maintenance Agreement and the Class M-6/M-8 Yield Maintenance Agreement in accordance with the respective terms thereof and shall assign such rights for federal tax return and information reporting a value of zero. The Trustee shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder. The provisions of this paragraph are intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Offered Certificates receive interest in excess of their Certificate Interest Rate, such interest will be treated as distributed to the Class CE Certificates, together with any amounts deposited in the Class A Reserve Account in respect of the Class A Yield Maintenance Agreement, the Class M-1/M-5 Reserve Account in respect of the Class M-1/M-5 Yield Maintenance Agreement and the Class M-6/M-8 Reserve Account in respect of the Class M-6/M-8 Yield Maintenance Agreement, and then paid to the respective Classes of Offered Certificates pursuant to the related interest rate cap agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CHEC Loan Trust 2004-2 Asset-Backed Certificates, Series 2004-2)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the Master ServicerSecurities Administrator, the Securities Administrator Master Servicer or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R a Residual Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) The Trustee shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the Basis Risk Reserve Fund and the Yield Maintenance Account as outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class C Certificates and not as assets of any REMIC. The Securities Administrator shall treat the rights of the Holders of the LIBOR Certificates to receive distributions to cover Basis Risk Shortfalls as payments under a cap contract written by the Holders of the Class C Certificates in favor of the Holders of the LIBOR Certificates. Thus, the LIBOR Certificates shall be treated as representing not only ownership of regular interests in a REMIC, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the Certificates, the interest rate cap contracts shall be assumed to have a zero value unless and until required otherwise by an applicable taxing authority. (l) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (DSLA Mortgage Loan Trust 2005-Ar6)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities AdministratorTrustee’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall prepare, file and sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Trustee or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator Trustee or their designeesits designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator The Trustee shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the Holders of the Class Y Certificates and that is not an asset of any REMIC. The Class Y Certificates also represents the obligation to pay Basis Risk Shortfalls to the Class A Certificateholders. The Trustee shall treat the rights of the holders of the Class A Certificates to receive payments from the Basis Risk Reserve Fund in the event of a Basis Risk Shortfall as rights in an interest rate cap contract written by the Class Y Certificateholders in favor of such Certificateholders. Thus, each Class A Certificate shall be treated as representing not only ownership of regular interests in the Upper-Tier REMIC, but also ownership of an interest in an interest rate cap contract. For federal tax return and information reporting, such interest rate cap contract shall be assigned a value of $1,784,000.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenpoint Mortgage Loan Trust 2004-1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, two REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. Because certain Classes of Regular Certificates are expected to be issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Securities Administrator, on behalf of the Trust, intends to determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Securities Administrator, however, shall have no information or other tax reporting obligations with respect to the Final Maturity Reserve Trust. (f) Each of the Master ServicerTrustee, the Trustee and the Securities Administrator and the Holders of Certificates (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any the REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their its designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Securities Administrator shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, the Master Servicer or Trustee nor the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Securities Administrator shall treat the Final Maturity Reserve Trust as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) owned by the holders of the Class I Certificates and not assets of any REMIC. The Class I Certificateholder shall be treated as the owner of the Final Maturity Reserve Trust and any payments made from the Final Maturity Reserve Trust to beneficial owners of Certificates (other than the Class I Certificates) shall be treated for federal income tax purposes as payments made by the Class I Certificateholder in exchange for an interest in the Certificates then owned by such beneficial owners. (l) The Yield Maintenance Agreement and the Yield Maintenance Account shall not be treated as an asset of any REMIC created hereunder. Instead, each owner of a Class A-1 Certificate shall be treated as owning an interest in the Yield Maintenance Agreement. For federal income tax reporting purposes, as of the Closing Date, the value of the Yield Maintenance Agreement is $4,920,000. (m) For federal income tax purposes, each Certificate Owner of Auction Certificate shall be treated as a party to the Auction Swap Agreement which shall represent contractual rights and obligations that are separate from the regular interest related to such Auction Certificate. For purposes of determining the issue prices of the Auction Certificates, it shall be assumed that such separate rights and obligations have a zero value unless and until required otherwise by the applicable taxing authority.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Zuni 2006-Oa1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, three REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service IRS for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Servicemethod. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Servicer in fulfilling its respective duties hereunder (including the Securities Administrator’s its duties as tax return preparer). The Servicer shall be entitled to reimbursement of expenses referred to in clause (i) above from the Collection Account. (d) The Securities Administrator Trustee shall prepare and fileprepare, and the Trustee shall sign and file, all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator Holder of the Class A-R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC created hereunder and shall act as Tax Matters Person for each such REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer Transfer of the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s its control and the scope of its specific responsibilities under the Agreement) ), the Servicer and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a Residual of the Class A-R Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any REMIC created hereunder as a REMIC or (ii) result in the imposition of a tax upon any REMIC created hereunder (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. Should the Trustee choose to consult tax counsel as permitted under Section 8.02(a)(ii) in advising any Holder of the Class A-R Certificate that a proposed action may result in an Adverse REMIC Event, fees and expenses related to such consultation with tax counsel shall be paid from the Collection Account. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in each such REMIC, as the case may be. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee shall treat the Carryover Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that is owned by the Class X Certificateholder and that is not an asset of any REMIC created hereunder. The Trustee shall treat Basis Risk Carryover Amounts paid with respect to the Class A-1, Class A-1M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates as paid first by REMIC 3 to the Class X Certificateholder, deposited by the Class X Certificateholder into the Carryover Reserve Fund, and then paid to the Class A-1, Class A-1M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificateholders pursuant to an interest rate cap contract written by the Class X Certificateholder in favor of the Class A-1, Class A-1M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificateholders. Thus, each Class A-1, Class A-1M, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificate shall be treated as representing ownership of not only regular interests in REMIC 3, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue price of the regular interests in REMIC 3, the Trustee shall assume that each interest rate cap contract has a value of $5,000.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenwich Capital Acceptance Inc)

REMIC Administration. This Article IX is applicable only to JPMorgan and NCHLS and the JPMorgan Mortgage Loans and NCHLS Mortgage Loans, respectively and references in this Article IX to “the Servicer” shall be references to JPMorgan and NCHLS, as applicable. Similar provisions relating to Countrywide Servicing and the Countrywide Mortgage Loans are set forth in Exhibit B. With respect to Countrywide Servicing and the Countrywide Mortgage Loans, to the extent of any inconsistency between the provisions of this Article IX and Exhibit B, the provisions of Exhibit B shall control. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Trustee shall pay any and all expenses relating to any tax related expenses audit of any REMIC (not including taxes) of each REMIC created hereunderincluding, including but not limited to to, any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such Trust REMIC that involve the Internal Revenue Service or state tax authorities), but only including the expense of obtaining any tax related Opinion of Counsel. The Trustee shall be entitled to reimbursement of expenses incurred pursuant to this Section 9.01(c) to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described provided in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer)Section 8.05. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs’ federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”including Form 8811) as the direct representativerepresentative each REMIC created hereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the related “Tax Matters Person”) with respect to REMIC 1, REMIC 2, REMIC 3 and REMIC 4 and shall act as Tax Matters Person for REMIC 1, REMIC 2, REMIC 3 and REMIC 4. The Holder of the Class R-X Certificate at any time holding the largest Percentage Interest thereof shall be the Tax Matters Person with respect to REMIC 5, REMIC 6 and REMIC 7 and shall act as Tax Matters Person for REMIC 5, REMIC 6 and REMIC 7. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each 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 any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) Each of the Master ServicerThe Trustee, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicers and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Servicers or the Holder a of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an Adverse REMIC Event Event”) unless the Trustee and the Securities Administrator Servicers have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the TrusteeTrustee and the Servicers, the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Servicers has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the case may beState of California for state tax purposes by virtue of the location of either Servicer, the related Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Residual Certificate fails to pay such taxes, if any, when imposed. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator Servicers shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) [Reserved]. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete the Form 8811.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2005-4, Asset-Backed Certificates, Series 2005-4)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, two REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s 's duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”"TAX RETURNS") as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued 127 with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. Because certain Classes of Regular Certificates are expected to be issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Securities Administrator, on behalf of the Trust, intends to determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master ServicerTrustee, the Trustee and the Securities Administrator and the Holders of Certificates (to the extent that the affairs of the REMICs are within such Person’s 's control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any the REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their its designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Securities Administrator shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be.. 128 (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, the Master Servicer or Trustee nor the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) [Reserved] (l) The Yield Maintenance Agreement and the Yield Maintenance Account shall not be treated as an asset of any REMIC created hereunder. Instead, each owner of a Class A-1 and Class A-2 Certificate shall be treated as owning an interest in the Yield Maintenance Agreement. For federal income tax reporting purposes, as of the Closing Date, the value of the interest in the Yield Maintenance Agreement owned by each Class of certificates is as follows: Class A-1 Certificates and Class A-2 Certificates collectively, 100% (allocated among such Certificates in proportion to their Certificate Principal Balances), and Class A-X Certificates, 0% (total value $15,705,000). (m) For federal income tax purposes, each Certificate Owner of Auction Certificate shall be treated as a party to the Auction Swap Agreement which shall represent contractual rights and obligations that are separate from the regular interest related to such Auction Certificate. For purposes of determining the issue prices of the Auction Certificates, it shall be assumed that such separate rights and obligations have a zero value unless and until required otherwise by the applicable taxing authority.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2006-5)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Master Servicer in fulfilling its respective duties hereunder hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns of as the direct representative each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Financial Asset Sec Corp First Franklin Mort Ln Tr 2000 Ff1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, A REMIC election shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal or state tax or information return with respect to each Trust REMIC for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests Regular Interests and Residual Interest in each Trust REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each Trust REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderTrust REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such Trust REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Master Servicer in fulfilling its respective duties hereunder hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare and fileprepare, and the Trustee shall sign and file, all of the each Trust REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such Trust REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each Trust REMIC and shall act as Tax Matters Person for such REMICs. The Trustee, as agent for the applicable Tax Matters Person, shall perform on behalf of each Trust REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the applicable Tax Matters Person, shall provide (at the Trustee's own expense without right of reimbursement, in consideration of the compensation paid to the Trustee hereunder, including any additional compensation accepted by the Trustee pursuant Section 5.02(b)(vi) under the circumstances set forth in such subclause (vi)) (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the a related Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee shall represent each Trust 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 any Trust REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any Trust REMIC and otherwise act on behalf of any Trust REMIC in relation to any tax matter involving the Trust, provided that to the extent that such representation affects the Guarantor's obligations hereunder, the Trustee agrees to consult with the Guarantor and accommodate the Guarantor's reasonable requests. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any each Trust REMIC created hereunder to take any action necessary to create or maintain the status of any such Trust REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a Residual of any Class R Certificate shall take any action, cause any Trust REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon such Trust REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 117 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee Trustee, the Guarantor, the NIMS Insurer and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any a Trust REMIC created hereunder or the assets therein, or causing any such a Trust REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the a related Class A-R Certificate will consult with the Trustee, the Guarantor, the NIMS Insurer and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such Trust REMIC, and no such Person shall take any such action or cause any a Trust REMIC created hereunder to take any such action as to which the Trustee Trustee, the Guarantor, the Master Servicer or the Securities Administrator NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the a Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder the related Trust REMICs by federal or state governmental authorities. To the extent that such Trust REMIC taxes are not paid by the a Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate relating to the taxed Trust REMIC or, if no such amounts are available, out of other amounts held in the Distribution Collection Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the taxed Trust REMIC, as the case may be. Subject to the foregoing, in the event that a Trust REMIC incurs a state or local tax, including franchise taxes, by virtue of the location of the Master Servicer (or any subservicer) or the Trustee, the Master Servicer (if such tax was incurred by virtue of the location of the Master Servicer (or any subservicer)) and the Trustee (if such tax was incurred by virtue of the location of the Trustee) agree to pay on behalf of such Trust REMIC when due, any and all state and local taxes imposed, in the event that the Holder of the related Class R Certificate fails to pay such taxes, if any, when imposed. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each Trust REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereundera Trust REMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansloans and Subsequent Mortgage Loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which a Trust REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 30th of each calendar year beginning in 2003, the Master Servicer shall deliver to the Trustee, the NIMS Insurer and the Guarantor an Officers' Certificate stating the Master Servicer's compliance with the provisions of this Section 9.01, which in the Master Servicer's discretion may be included in the Annual Statement of Compliance provided by the Master Servicer pursuant to Section 3.19. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete the Form 8811.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Ameriquest Mortgage Sec Inc Asst Back Ps THR Cert Ser 2002 D)

REMIC Administration. (a) As The Trustee shall make or cause to be made REMIC elections for each of REMIC Q, REMIC A, REMIC B, REMIC 1, REMIC 2, REMIC 3 and REMIC 4 as set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder hereunder. The Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare or cause to be prepared, sign and filefile or cause to be filed, and the Trustee shall sign all of the each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate shall perform be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to a REMIC, and the Trustee is irrevocably designated as and shall act as attorney-in-fact and agent for such Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform, on behalf of each REMIC created hereunder REMIC, all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder formed under this Agreement to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator Servicer or the Holder a Residual of the Class R Certificate shall take any action, action or cause any REMIC created hereunder formed under this Agreement to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder formed under this Agreement or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each The Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder formed under this Agreement by federal or state governmental authorities, but only from amounts, if any, distributable thereon. To the extent that such Trust REMIC taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such REMICthe REMIC Regular Interests or the Certificates, as the case may be. (h) The Securities Administrator Trustee, shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each REMIC created hereunder formed under this Agreement on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansEligible Substitute Mortgage Loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 2003, the Trustee shall deliver to each Rating Agency an Officer's Certificate stating the Trustee's compliance with the provisions of this Section 9.01. (l) The Trustee shall treat (i) the rights of the Offered P&I Certificates to receive Cap Carryover Amounts as a right in interest rate cap contracts written by the Class CE Certificateholders in favor of the Holders of the Offered P&I Certificates, (ii) the rights and obligations of the Class A-2 Certificates under the Swap Agreement in accordance with the terms of thereof and (iii) the rights of the Class CE Certificates under the Yield Maintenance Agreement in accordance with the terms thereof and shall assign such rights for federal tax return and information reporting a value of zero. The Trustee shall account for such as property held separate and apart from the regular interests it holds in each of the REMICs created hereunder. The provisions of this paragraph are intended to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights coupled with regular interests to be separately respected and shall be interpreted consistent with such regulation. On each Distribution Date, to the extent the Offered Certificates receive interest in excess of the Class A-1 REMIC Pass-Through Rate, Class A-2 REMIC Pass-Through Rate, Class M-1 REMIC Pass-Through Rate, Class M-2 REMIC Pass-Through Rate, Class M-3 REMIC Pass-Through Rate, Class M-4 REMIC Pass-Through Rate, Class M-5 REMIC Pass-Through Rate, Class M-6 REMIC Pass-Through Rate and Class B REMIC Pass-Through Rate, as applicable, such interest will be treated as distributed on the REMIC 4 Components, pro rata, beneficially owned by the Class CE Certificates, together with any amount deposited in the Reserve Account in respect of the Yield Maintenance Agreement, and then paid to the respective Classes of Offered P&I Certificates pursuant to the related interest rate cap agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Asset Backed Funding Corp Abfc Asst BCKD Cert Ser 2002-Opt1)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, five REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. Because certain Classes of Regular Certificates are expected to be issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Securities Administrator, on behalf of the Trust, intends to determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate or Class 4A-R Certificates to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master ServicerTrustee, the Trustee and the Securities Administrator and the Holders of Certificates (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any the REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate or Class 4A-R Certificates will consult with the Trustee, the Master Servicer, the Securities Administrator or their its designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate and Class 4A-R Certificates shall pay when due any and all taxes imposed on any REMIC the related REMICs created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder or Class 4A-R Certificateholder, as applicable, the Paying Agent Securities Administrator shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or Class 4A-R Certificate, as applicable, or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such related REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, the Master Servicer or Trustee nor the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2007-5)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Servicer shall pay any and all tax tax-related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Servicer in fulfilling its respective duties hereunder hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns (including Form 8811) as the direct representative of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions.. The Trustee, as agent for the Tax Matters Person, shall represent each 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 any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. 146 (f) Each of the Master ServicerThe Trustee, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the case may beState of California for state tax purposes by virtue of the location of the Servicer, the Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Residual Certificate fails to pay such taxes, if any, when imposed. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. 147 (k) On or before April 15th of each calendar year beginning in 2004, the Servicer shall deliver to the Trustee and each Rating Agency an Officers' Certificate stating the Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete Form 8811.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Financial Asset Sec Corp Asset Back Certs Ser 2003 Ffh2)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Servicer shall pay any and all tax tax-related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Servicer in fulfilling its respective duties hereunder hereunder. The Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Collection Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns (including Form 8811) as the direct representative of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each 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 any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) Each of the Master ServicerThe Trustee, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the case may beState of California for state tax purposes by virtue of the location of the Servicer, the Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Residual Certificate fails to pay such taxes, if any, when imposed. (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. 137 (k) On or before April 15th of each calendar year beginning in 2005, the Servicer shall deliver to the Trustee and each Rating Agency an Officers' Certificate stating the Servicer's compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete Form 8811.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust 2004-Ff2)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, two REMIC elections shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposesTrust. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller Securities Administrator shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. The Internal Revenue Service has issued OID regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Under those regulations, debt issued to one Person generally is aggregated in determining if there is OID. Because certain Classes of Regular Certificates are expected to be issued to one Person (which intends to continue to hold the Regular Certificates indefinitely and, in any case, for at least 30 days), the Securities Administrator, on behalf of the Trust, intends to determine the existence and amount of any OID as if those Classes of Regular Certificates were one debt instrument. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master ServicerTrustee, the Trustee and the Securities Administrator and the Holders of Certificates (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any the REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder of a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their its designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Securities Administrator shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, the Master Servicer or Trustee nor the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2007-4)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator Trustee shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities AdministratorTrustee’s duties as tax return preparer). (d) The Securities Administrator Trustee shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities AdministratorTrustee. Notwithstanding the foregoing, the Securities Administrator Trustee shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returns. (e) The Securities Administrator Trustee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities AdministratorTrustee, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the The Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, the Master Servicer, the Securities Administrator or their designeesits designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder in which it owns the residual interest by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R such Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the such Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Trustee shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of the The Trustee, the Master Servicer or the Securities Administrator shall not enter into any arrangement by which REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling Agreement (Harborview 2006-3)

REMIC Administration. (a) As REMIC elections as set forth in Section 11.01 shall be made by the Preliminary Statement to this Agreement, the Indenture Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates Notes are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue ServiceSection 11.01. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Indenture Trustee shall pay any and all expenses relating to any tax related expenses audit of any REMIC (not including taxes) of each REMIC created hereunderincluding, including but not limited to to, any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities), but only including the expense of obtaining any tax related Opinion of Counsel. The Indenture Trustee shall be entitled to reimbursement of expenses incurred pursuant to this Section 9.01(c) to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described provided in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer)Section 6.07. (d) The Securities Administrator Indenture Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs' federal and state tax and information returns (including Form 8811) as the direct representative of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsIndenture Trustee. (e) The Securities Administrator Holder of the Class G Certificate at any time holding the largest Percentage Interest thereof shall be the "tax matters person" as defined in the REMIC Provisions (the related "Tax Matters Person") with respect to REMIC 1 and shall act as Tax Matters Person for REMIC 1. The Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the Tax Matters Person with respect to REMIC 2 and REMIC 3 and shall act as Tax Matters Person for REMIC 2 and REMIC 3. The Holder of the Class R-X Certificate at any time holding the largest Percentage Interest thereof shall be the Tax Matters Person with respect to REMIC 4 and shall act as Tax Matters Person for REMIC 4. The Indenture Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorIndenture Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the a Class AR, Class R-R X or Class G Certificate to any disqualified person or organization and (ii) to the Certificateholders Noteholders such information or reports as are required by the Code or REMIC Provisions. The Indenture Trustee, as agent for the Tax Matters Person, shall represent each 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 any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust. (f) Each of the Master ServicerThe Indenture Trustee, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Issuer and the Holders of Certificates Notes shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Issuer nor the Holder a Residual of any Class G, Class R or Class R-X Certificate shall knowingly take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Indenture Trustee and the Securities Administrator Issuer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the a Class AG, Class R or Class R-R X Certificate will consult with the TrusteeIndenture Trustee and the Issuer, the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Indenture Trustee or the Securities Administrator Issuer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder The Holders of the Class A-R Certificate Certificates shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Holder of the Class A-R CertificateholderCertificates, the Paying Agent Indenture Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution Payment Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in such the related REMIC. [Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the case may beState of California for state tax purposes by virtue of the location of the Servicer, the Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the Class G, Class R or Class R-X Certificate fails to pay such taxes, if any, when imposed.] (h) The Securities Administrator Indenture Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loansQualifying Substitute Mortgage Loans. (j) None of Neither the Trustee, Issuer nor the Master Servicer or the Securities Administrator Indenture Trustee shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete the Form 8811.

Appears in 1 contract

Samples: Indenture (Greenpoint Mortgage Funding Trust 2005-He1)

REMIC Administration. (a) As REMIC elections as set forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following For the Closing Datepurposes of the REMIC election in respect of REMIC 1, (i) the REMIC 1 Regular Interests shall be designated as the Regular Interests in REMIC 1 and the Class R-1 Interest shall be designated as the Residual Interest in REMIC 1, and (ii) the Regular Certificates (exclusive of the right to receive payments from the Excess Reserve Fund Account) shall be designated as the Regular Interests in REMIC 2 and the Class R-2 Interest shall be designated as the Residual Interest in REMIC 2. The Trustee shall not permit the creation of any “interests” in any Trust REMIC (within the meaning of Section 860G of the Code) other than the REMIC 1 Regular Interests, the Securities Administrator shall apply to Class R-1 Interest, the Internal Revenue Service for an employer identification number for each REMIC created hereunder Class R-2 Interest, and the interests represented by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue ServiceCertificates. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder hereunder. The Trustee shall be entitled to reimbursement of expenses to the extent provided in clause (including i) above from the Securities Administrator’s duties as tax return preparer)Distribution Account. (d) The Securities Administrator Trustee shall prepare prepare, sign and file, and the Trustee shall sign all of the REMICs’ federal and state tax and information returns as the direct representative of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representativehereunder. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsTrustee. (e) The Securities Administrator Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to each REMIC and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities AdministratorTrustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the a Class A-R Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master ServicerThe Trustee, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a Residual of any Class R Certificate shall knowingly take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an Adverse REMIC Event Event”) unless the Trustee Trustee, the Certificate Insurer and the Securities Administrator Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such actionaction but in no event at the expense of the Trustee) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the a Class A-R Certificate will consult with the TrusteeServicer and the Certificate Insurer, the Master Servicer, the Securities Administrator or their its respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee Servicer or the Securities Administrator Certificate Insurer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the a Class A-R Certificate shall pay when due any and all taxes imposed on any each REMIC created hereunder by federal federal, state or state local governmental authorities. To the extent that such Trust taxes are not paid by the a Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to holders Holders of regular interests in the related REMIC. If any tax is imposed on “prohibited transactions” (as defined in Section 860F(a)(2) of the Code) of any REMIC created hereunder, on the “net income form foreclosure property” of any REMIC created hereunder as defined in Section 860G(c) of the Code, on any contribution to any REMIC created hereunder after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including any minimum tax imposed on any REMIC created hereunder pursuant to Sections 23153 and 24874 of the California Revenue and Taxation Code, if not paid as otherwise provided for herein, the tax shall be paid by (i) the Trustee, if any such REMICother tax arises out of or results from negligence of the Trustee in the performance of its obligations under this Agreement, (ii) the Servicer or the Seller, in the case of any such minimum tax, if such tax arises out of or results from a breach by the Servicer or Seller of any of their obligations under this Agreement, (iii) the Seller, if any such tax arises out of or results from the Seller’s obligation to repurchase a Mortgage Loan pursuant to Section 2.03, or (iv) in all other cases, or if the Trustee, the Servicer, or the Seller fails to honor its obligations under the preceding clauses (i), (ii), or (iii), any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as the case may beprovided in Section 3.11(b). (h) The Securities Administrator Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15th of each calendar year beginning in 2007, the Servicer shall deliver to the Trustee and each Rating Agency an Officers’ Certificate stating the Servicer’s compliance with the provisions of this Section 9.01. (l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete and timely file the Form 8811.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (IndyMac Residential Mortgage-Backed Trust, Series 2006-L2)

REMIC Administration. (a) As REMIC elections as set -------------------- forth in the Preliminary Statement to this Agreement, shall be made by the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall file such elections on Form Forms 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the "Startup Day" of each REMIC created hereunder within the meaning of section 860G(a)(986OG(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller The Master Servicer shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunderREMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator Master Servicer in fulfilling its respective duties hereunder (including the Securities Administrator’s its duties as tax return preparer). The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account. (d) The Securities Administrator Master Servicer shall prepare and fileprepare, and the Trustee shall sign and file, all of the each REMIC's federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the such REMIC's direct representative. The expenses of preparing and filing such Tax Returns returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, the Securities Administrator shall have no obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all necessary returnsMaster Servicer. (e) The Securities Administrator Master Servicer shall act as Tax Matters Person for each REMIC. The Master Servicer or its designee shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions Provisions, or other such guidance, the Securities Administrator, Master Servicer shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of The Trustee, the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) Servicer and the Holders of Certificates shall take any action or cause any the REMIC created hereunder to take any action necessary to create or maintain the status of any such REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of Neither the Trustee, the Master Servicer, the Securities Administrator or Servicer nor the Holder a of any Residual Certificate shall take any action, cause any the REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event Event") unless the Trustee and the Securities Administrator Master Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in an Adverse REMIC Eventthe imposition of such a tax. In addition, prior to taking any action with respect to any the REMIC created hereunder or the assets therein, or causing any such REMIC to take any action action, which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R a Residual Certificate will consult with the Trustee, Trustee and the Master Servicer, the Securities Administrator or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any such REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator Master Servicer has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R a Residual Certificate shall pay when due any and all taxes imposed on any the related REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R a Residual Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Residual Certificate in such REMIC or, if no such amounts are available, out of other amounts held in the Distribution Collection Account, and shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunderREMIC, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) None of Neither the Trustee, Trustee nor the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services. (k) On or before April 15 of each calendar year beginning in 1999, the Master Servicer shall deliver to the Trustee and each Rating Agency an Officer's Certificate stating the Master Servicer's compliance with the provisions of this Section 10.01. (l) The Trustee shall treat the Basis Risk Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned by the Class X Certificateholder and that is not an asset of the REMIC. The Trustee shall treat the rights of the Class A-1, Class A-2, Class M-1, Class M-2, and Class B Certificateholders xx xxxxxxx xxxments from the Basis Risk Reserve Fund in the event of a Basis Risk Shortfall as rights in an interest rate cap contract written by the Class X Certificateholder in favor of the Class A-1, Class A-2, Class M-1, Class M-2, and Class B Certificateholders. Xxxx, xxxx Xlass A-1, Class A-2, Class M-1, Class M-2, and Class B Certificate shall be treated as representing not only ownership of regular interests in REMIC 4, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue prices of the REMIC 4 regular interests, the Trustee shall assume that the interest rate cap contract has a value of $1,000.

Appears in 1 contract

Samples: Trust Agreement (Structured Asset Securities Corp/Ny)

REMIC Administration. (a) As set forth in the Preliminary Statement to this Agreement, the Trustee shall elect to treat each REMIC created hereby as a REMIC for federal tax purposes. The Trustee shall sign and the Securities Administrator shall prepare and file such elections on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests in each REMIC created hereunder and the related residual interest shall be as designated in the Preliminary Statement. Following the Closing Date, the Securities Administrator shall apply to the Internal Revenue Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable method and shall file a Form 8811 with the Internal Revenue Service. (b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of section 860G(a)(9) of the Code. The latest possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible Maturity Date. (c) Except as provided in subsection (d) of this Section 9.01, the Seller shall pay any and all tax related expenses (not including taxes) of each REMIC created hereunder, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to any such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee or the Securities Administrator in fulfilling its respective duties hereunder (including the Securities Administrator’s duties as tax return preparer). (d) The Securities Administrator shall prepare and file, and the Trustee shall sign all of the federal and state tax and information returns of each REMIC created hereunder (collectively, the “Tax Returns”) as the direct representative. The expenses of preparing and filing such Tax Returns shall be borne by the Securities Administrator. Notwithstanding the foregoing, neither the Trustee nor the Securities Administrator shall have no any obligation to prepare, file or otherwise deal with partnership tax information or returns. In the event that partnership tax information or returns are required by the Internal Revenue Service, the Seller, at its own cost and expense, will prepare and file all such necessary returns. (e) The Securities Administrator shall perform on behalf of each REMIC created hereunder all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions or other such guidance, the Securities Administrator, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of the Class A-R Certificate to any disqualified organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. (f) Each of the Master Servicer, the Trustee and the Securities Administrator (to the extent that the affairs of the REMICs are within such Person’s control and the scope of its specific responsibilities under the Agreement) and the Holders of Certificates shall take any action or cause any REMIC created hereunder to take any action necessary to create or maintain the status of any REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Master Servicer, the Securities Administrator or the Holder a Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could result in an Adverse REMIC Event unless the Trustee and the Securities Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not result in an Adverse REMIC Event. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing any such REMIC to take any action which is not expressly permitted under the terms of this Agreement, any Holder of the Class A-R Certificate will consult with the Trustee, the Master ServicerSecurities Administrator, the Securities Administrator Master Servicer or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and no such Person shall take any such action or cause any REMIC created hereunder to take any such action as to which the Trustee or the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. (g) Each Holder of the Class A-R Certificate shall pay when due any and all taxes imposed on any REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by the Class A-R Certificateholder, the Paying Agent Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Class A-R Certificate or, if no such amounts are available, out of other amounts held in the Distribution AccountAccount (which may take priority over amounts distributable under Section 5.01, but shall not be required to take priority over amounts payable under Section 4.02), and such payments shall reduce amounts otherwise payable to holders of regular interests in such REMIC, as the case may be. (h) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis. (i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans. (j) [reserved]. (k) None of the Trustee, the Master Servicer or the Securities Administrator shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Charlie Mac Trust 2004-2)

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