Common use of REMIC Ruling Clause in Contracts

REMIC Ruling. The Effective Date shall be deemed not to have occurred unless there has been received private letter ruling(s), or similar guidance acceptable to the Parties, applicable to all of the Settlement Trusts from the Internal Revenue Service to the effect that: (i) the execution of, and the transactions contemplated by, this Settlement Agreement will not cause any portion of a Settlement Trust for which a REMIC election (as defined in the Internal Revenue Code) has been made in accordance with the applicable Governing Agreement to fail to qualify at any time as a REMIC, and (ii) the receipt of the Allocable Shares of the Settlement Payment by the Settlement Trusts will not cause, or result in, the imposition of any taxes on the Settlement Trusts or on any portion of a Settlement Trust for which a REMIC election has been made in accordance with the terms of the applicable Governing Agreement. The Accepting Trustees for the related Settlement Trusts shall cause requests for such letter ruling(s) to be submitted to the Internal Revenue Service within thirty (30) days of the Acceptance Date, or, if the Internal Revenue Service is not amenable to receipt of the Accepting Trustees’ requests for rulings within this thirty day period, as promptly as practicable thereafter, and shall use reasonable best efforts to pursue such request; such request may not be abandoned without the consent (which shall not unreasonably be withheld) of JPMorgan and the Institutional Investors. In the event that the provisions of Section 3.06 of this Settlement Agreement are modified by the Settlement Court, the Accepting Trustees shall update their request(s) to the Internal Revenue Service to take account of such modifications, and the requirements of this Section 2.08(a) necessary for there to be any Trustee’s Acceptance that is not conditioned on Final Court Approval and any Final Court Approval with respect to any conditional Trustee’s Acceptance shall be deemed not to have been satisfied until there has been received private letter ruling(s) applicable to the Settlement Trusts that take account of such modifications and otherwise meets the requirements of clause (i) and (ii) of this Section 2.09(a). JPMorgan shall use its reasonable best efforts to assist the Accepting Trustees’ preparation and pursuit of the requests for the rulings.

REMIC Ruling. The Effective Date Final Expert Calculation shall be deemed not to have occurred unless and until there has been received private letter ruling(s), or similar guidance acceptable to the Partiesguidance, applicable to all of the Settlement Trusts from the Internal Revenue Service to the effect that: (i) the execution of, and the transactions contemplated by, this Settlement Agreement will not cause any portion of a Settlement Trust for which a REMIC election (as defined in the Internal Revenue Code) has been made in accordance with the applicable Governing Agreement to fail to qualify at any time as a REMIC, and (ii) the receipt of the Allocable Shares of the Settlement Payment by the Settlement Trusts will not cause, or result in, the imposition of any taxes on the Settlement Trusts or on any portion of a Settlement Trust for which a REMIC election has been made in accordance with the terms of the applicable Governing Agreement. The Accepting Trustees for the related Settlement Trusts shall cause requests a request for such letter ruling(s) to be submitted to the Internal Revenue Service within thirty (30) days of the Acceptance Date, or, if the Internal Revenue Service is not amenable to receipt of the Accepting Trustees’ requests request for rulings within this thirty day period, as promptly as practicable thereafter, and shall use reasonable best efforts to pursue such request; such request may not be abandoned without the consent (which shall not unreasonably be withheld) of JPMorgan and the Institutional Investors. In the event that the provisions of Section 3.06 of this Settlement Agreement are modified by the Settlement Court, the Accepting Trustees shall update their request(s) to the Internal Revenue Service to take account of such modifications, and the requirements of this Section 2.08(a) necessary for there to be any Trustee’s Acceptance that is not conditioned on Final Court Approval and any Final Court Approval with respect to any conditional Trustee’s Acceptance shall be deemed not to have been satisfied until there has been received private letter ruling(s) applicable to the Settlement Trusts that take account of such modifications and otherwise meets the requirements of clause (i) and (ii) of this Section 2.09(a). JPMorgan shall use its reasonable best efforts to assist the Accepting Trustees’ preparation and pursuit of the requests request for the rulings.