Tax Administration Sample Clauses

Tax Administration. (a) The Trustee is hereby appointed as attorney-in-fact and agent for the initial Tax Matters Person; provided, that the Trustee may appoint, and hereby does so appoint, the Certificate Administrator as attorney-in-fact and agent for the Tax Matters Person. The Trustee may, by written notice delivered to the Certificate Administrator, revoke the appointment of the Certificate Administrator as attorney-in-fact and agent for the Tax Matters Person, in which case the Trustee shall act in such capacity. (b) In order to enable the Trustee or the Certificate Administrator, as applicable, to perform its duties as set forth in this Section 4.8 and Section 3.1(b), the Servicer agrees to provide any tax forms, instruments or other documents related thereto, as the Trustee or the Certificate Administrator, as applicable, may reasonably request, including, without limitation, any tax forms, instruments or other documents prepared by the Servicer pursuant to this Section 4.8. In order to enable the Trustee or the Certificate Administrator, as applicable, to perform its duties as set forth in this Section 4.8 and Section 3.1(b), the Servicer shall use its best efforts to cause to be delivered to the Trustee or the Certificate Administrator, as applicable, within ten (10) days after the Closing Date all information or data that the Trustee or the Certificate Administrator, as applicable, determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flows. Thereafter, the Servicer shall use its best efforts to provide to the Trustee or the Certificate Administrator, as applicable, promptly upon request therefor, any such additional information or data that the Trustee or the Certificate Administrator, as applicable, may, from time to time, request in order to enable the Trustee or the Certificate Administrator, as applicable, to perform its duties as set forth in this Section 4.8 and Section 3.1(b).

Tax Administration. (a) The Issuer and the Certificate Paying Agent, upon direction from the Trustor, will comply with all withholding and backup withholding tax requirements under United States federal (including, without limitation, Sections 1441, 1442, 1445, 1446 and 1471 through 1474 of the Code), state and local law. The Certificate Paying Agent will request, and each Certificateholder and the X-IO Interestholder will provide to the Certificate Paying Agent, such forms or certificates as are necessary to establish an exemption from withholding and backup withholding tax with respect to the Certificateholder or the X-IO Interestholder and any representations and forms as will reasonably be requested by the Issuer to assist it in determining the extent of, and in fulfilling, its withholding and backup withholding tax obligations. Each Certificateholder, by acceptance of a Certificate, and the X-IO Interestholder, by acceptance of the X-IO Interest, agrees to provide to the Certificate Paying Agent, upon its request, the FATCA Information. In addition, each Certificateholder, by acceptance of a Certificate, agrees that the Certificate Paying Agent has the right to withhold any amounts (properly withholdable under law and without any corresponding gross-up) payable to the Certificateholder that fails to comply with the requirements of the preceding sentence. (b) The Certificate Paying Agent, upon direction from the Trustor, will deliver or will cause to be delivered to the Certificateholders and the X-IO Interestholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable each Certificateholder and the X-IO Interestholder to its prepare federal and state income tax returns. In no event will the Certificate Paying Agent or the Delaware Trustee be liable for any liabilities, costs or expenses of the Issuer, the Trustor, the Administrator, the Certificateholders, the X-IO Interestholder or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except the Certificate Paying Agent will be liable for any such liability, cost or expense attributable to any negligence, bad faith or willful misconduct that constitutes or results in a breach by the Certificate Paying Agent o...

Tax Administration. (a) The Trustee shall elect to treat each REMIC Pool as a REMIC under the Code and, if necessary, under Applicable State Law. Each such election will be made on IRS Form 1066 or other appropriate federal tax or information return or any appropriate state Tax Returns for the taxable year ending on the last day of the calendar year in which the Certificates are issued. (b) The Holder of Certificates evidencing the largest Percentage Interest in the Class R Certificates is hereby designated as the Tax Matters Person of each REMIC Pool and, in such capacity, shall be responsible to act on behalf of such REMIC Pool in relation to any tax matter or controversy, to represent such REMIC Pool in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority, to request an administrative adjustment as to any taxable year of such REMIC Pool, to enter into settlement agreements with any governmental taxing agency with respect to such REMIC Pool, to extend any statute of limitations relating to any tax item of such REMIC Pool and otherwise to act on behalf of such REMIC Pool in relation to any tax matter or controversy involving such REMIC Pool; provided that the Tax Administrator is hereby irrevocably appointed and agrees to act (in consultation with the Tax Matters Person for each REMIC Pool) as agent and attorney-in-fact for the Tax Matters Person for each REMIC Pool in the performance of its duties as such. The legal expenses and costs of any action described in this Section 10.01(b) and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust payable out of amounts on deposit in the Distribution Account as provided by Section 3.05(b) unless such legal expenses and costs are incurred by reason of a Tax Matters Person's or the Tax Administrator's misfeasance, bad faith or negligence in the performance of, or such Person's reckless disregard of, its obligations or are expressly provided by this Agreement to be borne by any party hereto.

Tax Administration. On a quarterly basis, monitor each Fund’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended;

Tax Administration. 72 Section 4.9 Equal Status of Servicing Fee.........................................................72 Section 4.10 Appointment of Paying Agent and Certificate Administrator.............................73

Tax Administration. Supervision and direction of the preparation, review and filing of all federal, state and other required tax returns; supervision and direction of ad hoc requests for assistance on tax related matters; and coordination of all activities with the Company's outside tax preparer, as requested and authorized in advance by the Company. All tax matters shall be determined by the Company in its absolute and sole discretion.

Tax Administration. (i) Calculate dividend and capital gain distribution rates (ii) Prepare ROCSOP and required tax designations for Annual Report (iii) Prepare and coordinate filing of income and excise tax returns (audit firm to sign all returns as paid preparer) (iv) Calculate/monitor book-to-tax differences (v) Provide quarterly Subchapter M compliance asset diversification compliance monitoring and reporting (vi) Provide annual Subchapter M gross income test information (vii) Provide tax re-allocation data for shareholder 1099 reporting (viii) Prepare and distribute 19a-1 filings, as required

Tax Administration. (a) The Trustee shall make or cause to be made elections to treat each of the Lower-Tier REMIC and the Upper-Tier REMIC as a REMIC under the Code and, if necessary, under State Tax Laws. Each such 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, which in each case shall be signed by the Trustee. The Trustee shall designate the "regular interests" and the "residual interests," within the meaning of the REMIC Provisions, in each REMIC as set forth in the Preliminary Statement hereto. To the extent the affairs of the Trust Fund are within their control, the Master Servicers, the Special Servicers and the Trustee shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in either Trust REMIC other than the foregoing interests. (b) The Closing Date is hereby designated as the Startup Day for the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. (c) [Reserved.] (d) The Holder of the largest Percentage Interest of the Class LR Certificates is hereby designated, and by the acceptance of its Class LR Certificate agrees to act, as Tax Matters Person for the Lower-Tier REMIC. The Holder of the largest Percentage Interest of the Class R Certificates is hereby designated, and by the acceptance of its Class R Certificate agrees to act, as Tax Matters Person for the Upper-Tier REMIC. The Trustee is hereby designated as the agent of the Tax Matters Person of the Lower-Tier REMIC and the Upper-Tier REMIC and shall perform all the functions thereof, and the Holders of the Class LR and Class R Certificates, by their acceptance of such Certificates, agree to such designation. (e) The Trustee shall prepare or cause to be prepared all of the Tax Returns that it reasonably determines are required with respect to each Trust REMIC created hereunder and shall sign and file or cause to be filed such Tax Returns in a timely manner. The expenses of preparing such returns shall be borne by the Trustee without any right of reimbursement therefor. (f) The Trustee shall provide (i) upon request by any Transferor of a Class LR or Class R Certificate, such information to such Transferor and the IRS as is (x) reasonably necessary for the application of any tax relating to the transfer of a Class LR or Class R Certificate to any Person...

Tax Administration. 367 SECTION 10.02. Depositor, Master Servicers, Special Servicers and Fiscal Agent to Cooperate with Trustee...........................................372 ARTICLE XI MISCELLANEOUS PROVISIONS