Tax Administration. (a) The Trust and the Certificate Paying Agent, upon direction from the Sponsor, shall 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 shall request, and the Certificateholder shall 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 and any representations and forms as shall reasonably be requested by the Trust to assist it in determining the extent of, and in fulfilling, its withholding and backup withholding tax obligations. The Certificateholder, by acceptance of the Certificate, agrees to provide to the Certificate Paying Agent, upon its request, the FATCA Information. In addition, the Certificateholder, by acceptance of the 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 Sponsor, shall deliver or shall cause to be delivered to the Certificateholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable the Certificateholder to prepare the Certificateholder’s federal and state income tax returns. In no event shall the Certificate Paying Agent or the Owner Trustee be liable for any liabilities, costs or expenses of the Trust, the Certificateholder 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 shall be liable for any such liability, cost or expense attributable to any act or omission, willful misconduct, bad faith, fraud, or negligence by the Certificate Paying Agent in breach of its obligations under this Agreement.
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 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. (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. 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. 67 Section 4.9 Equal Status of Servicing Fee................................................67 Section 4.10 Appointment of Paying Agent and Certificate Administrator....................67
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. The Servicer is hereby appointed as attorney-in-fact and agent for the initial Tax Matters Person.
Tax Administration. Calculate taxable monthly income · Calculate dividend and capital gain distribution rates · Prepare ROCSOP and required tax designations for Annual Report · Prepare and coordinate filing of income and excise tax returns · Audit firm to sign all returns as paid preparer · Calculate/monitor book-to-tax differences · Provide quarterly Subchapter M compliance monitoring and reporting · Provide tax re-allocation data for shareholder 1099 reporting
Tax Administration. (1) An election will be made by the Trustee on behalf of the Trust Fund to treat the assets of the Trust Fund, excluding the Spread Account and the rights of the Class A Certificates to receive payments from the Spread Account in respect of their related LIBOR Interest Carryovers, as a REMIC under the Code (the "Trust REMIC"). 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 Trust will issue the Class A Certificates, which will represent beneficial interests in, and the Class X Certificates, which will represent the "regular interests" in, the Trust REMIC, and the Class R Certificates, which will be the sole class of "residual interests" in the Trust REMIC. The regular interests in the Trust REMIC represented by the Class A-1F Certificates and the Class A-1A Certificates shall bear interest at the Class A-1F Pass-Through Rate and the Class A-1A Pass- Through Rate, respectively. The Owner of the Class R Certificates, representing at any time the largest Percentage Interest in such Class shall be the Tax Matters Person with respect to the Trust REMIC. Each holder of a Class R Certificate, as a condition of ownership thereof, irrevocably appoints the Trustee to act as its agent and attorney-in-fact to perform all duties of the Tax Matters Person. The "latest possible maturity date" within the meaning of Treasury Regulation Section 1.860G-1(a)(4) of the Class A Certificates and the Class X Certificates shall be the Final Scheduled Distribution Date.
(2) The Closing Date is hereby designated as the "Startup Day" of the Trust REMIC within the meaning of Section 860G(a)(9) of the Code.
(3) Except as provided in Section 12.05, the Trustee shall pay (and shall be entitled to reimbursement thereof by the Servicer or otherwise in accordance with the terms of this Agreement) 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 ordinary course of its administration of its tax-related duties under this Agreement, but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties under this Agreement, including without limitation any expenses, costs or liabilities associated with audits, required independent opinions regarding tax methodology and related matters or any admini...
