Common use of Grantor Trust Provisions Clause in Contracts

Grantor Trust Provisions. (a) It is intended that the portion of the Trust Fund consisting of the Trust Fund's interest in the Yield Maintenance Agreements be classified for federal income tax purposes as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, of which the Class SB Certificateholders are owners, rather than a partnership, an association taxable as a corporation or a taxable mortgage pool; and the powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent. (b) The REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines are required with respect to the portion of the Trust Fund classified as a grantor trust as noted in Section 10.06(a) and deliver such Tax Returns in a timely manner to the Trustee, and if required by applicable law the Trustee is directed to and shall sign and file such Tax Returns in a timely manner. The expenses of preparing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Trustee with respect to any tax or liability arising from the Trustee's signing of such Tax Returns that contain errors or omissions. The Trustee and the Master Servicer shall promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC Administrator to prepare such Tax Returns. (c) Each Class SB Certificateholder shall provide the appropriate tax certification to the Trustee and any Paying Agent to enable the Trustee or any Paying Agent to make payments on the Class SB Certificates without withholding or backup withholding taxes. Each Class SB Certificateholder agrees to update or replace such form or certification in accordance with its terms or its subsequent amendments and consents to the delivery by the Trustee or any Paying Agent to the Yield Maintenance Agreements Provider of any such certification. Such certification may include Form W-8BEN, Form W-8IMY, Form W-9 or Form W-8ECI or any successors to such IRS forms. Any purported sales or transfers of any Class SB Certificate to a transferee which does not comply with these requirements shall be deemed null and void under this Agreement. Neither the Trustee nor any Paying Agent shall be liable for the completeness, accuracy, content or truthfulness of any such tax certification provided to it. The Trustee or any Paying Agent shall only be required to forward any tax certification received by it to the Yield Maintenance Agreements Provider at the last known address provided to it, and shall not be liable for the receipt of such tax certification by the Yield Maintenance Agreements Provider, nor any failure of the Yield Maintenance Agreements Provider to process such certification or to take any action as required under the Yield Maintenance Agreements or under applicable law. Neither the Trustee nor any Paying Agent shall have a duty to take action to correct any misstatement or omission in any tax certification provided to it and forwarded to the Yield Maintenance Agreements Provider. (d) The Trustee, on behalf of the portion of the Trust Fund classified as a grantor trust as noted in Section 10.06(a), upon receipt of the requisite tax identification number from the appropriate taxing authority, (i) shall execute, if required, and deliver a United States Internal Revenue Service Form W-9 or successor applicable form, or other appropriate United States tax forms as may be required to prevent withholding or backup withholding taxes on payments by the Yield Maintenance Agreements Provider under either Yield Maintenance Agreement, to the Yield Maintenance Agreements Provider on or before the later of (A) the first payment date under the Yield Maintenance Agreements and (B) the date the Trustee receives the tax identification number, and thereafter prior to the expiration or obsolescence of such previously delivered form if the Trustee is notified in writing or otherwise has actual knowledge thereof and (ii) shall, if requested by the Yield Maintenance Agreements Provider, deliver to the Yield Maintenance Agreements Provider promptly upon receipt each certification received from the Class SB Certificateholders pursuant to Section 10.06(c). If such tax identification number is obtained by the REMIC Administrator, the Form W-9 or equivalent form as required shall be executed, if required, and delivered by the REMIC Administrator to the same extent as set forth in the foregoing sentence, if permitted by applicable law.

Grantor Trust Provisions. (aA) It is intended that the portion of the Supplemental Interest Trust Fund consisting of the Trust Fund's interest in the Yield Maintenance Agreements be classified for federal income tax purposes as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, of which the Class SB Certificateholders are owners, rather than a partnership, an association taxable as a corporation or a taxable mortgage pool; and the powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent. (bB) The REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines are required with respect to the portion of the Supplemental Interest Trust Fund classified as a grantor trust as noted in Section 10.06(a) and deliver such Tax Returns in a timely manner to the Supplemental Interest Trust Trustee, and if required by applicable law and as directed, the Supplemental Interest Trust Trustee is directed to and shall sign and file such Tax Returns in a timely manner. The expenses of preparing such returns Tax Returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Supplemental Interest Trust Trustee with respect to any tax or liability arising from the Supplemental Interest Trust Trustee's signing of such Tax Returns that contain errors or omissions. The Supplemental Interest Trust Trustee and the Master Servicer shall promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC Administrator to prepare such Tax Returns. (cC) Each Class SB Certificateholder shall provide the appropriate tax certification to the Trustee and any Paying Agent Supplemental Interest Trust Trustee to enable the Trustee or any Paying Agent Trust to make payments on the Class SB Certificates without withholding or backup withholding taxes. Each Class SB Certificateholder agrees to update or replace such form or certification in accordance with its terms or its subsequent amendments and consents to the delivery by the Supplemental Interest Trust Trustee or any Paying Agent to the Yield Maintenance Agreements Provider Swap Counterparty of any such certification. Such certification may include Form W-8BEN, Form W-8IMY, Form W-9 or Form W-8ECI or any successors to such IRS forms. Any purported sales or transfers of any Class SB Certificate to a transferee which does not comply with these requirements shall be deemed null and void under this the Agreement. Neither The Supplemental Interest Trust Trustee and the Trustee nor any Paying Agent Trustee, respectively, shall not be liable for the completeness, accuracy, content or truthfulness of any such tax certification provided to it. The Supplemental Interest Trust Trustee or any Paying Agent and the Trustee shall only be required to forward any tax certification received by it to the Yield Maintenance Agreements Provider Swap Counterparty at the last known address provided to it, and shall not be liable for the receipt of such tax certification by the Yield Maintenance Agreements ProviderSwap Counterparty, nor any failure of the Yield Maintenance Agreements Provider Swap Counterparty to process such certification or to take any action as required under the Yield Maintenance Agreements Swap Agreement or under applicable law. Neither The Supplemental Interest Trust Trustee and the Trustee nor any Paying Agent shall have a no duty to take action to correct any misstatement or omission in any tax certification provided to it and forwarded to the Yield Maintenance Agreements ProviderSwap Counterparty. (dD) The Supplemental Interest Trust Trustee, on behalf of the portion of the Trust Fund classified as a grantor trust as noted in Section 10.06(a)Supplemental Interest Trust, upon receipt of the requisite tax identification number from the appropriate taxing authority, (i) shall execute, if required, and deliver a United States Internal Revenue Service Form W-9 or successor applicable form, or other appropriate United States tax forms as may be required to prevent withholding or backup withholding taxes on payments by to the Yield Maintenance Agreements Provider Supplemental Interest Trust under either Yield Maintenance the Swap Agreement, to the Yield Maintenance Agreements Provider Swap Counterparty on or before the later of (A) the first payment date under the Yield Maintenance Agreements Swap Agreement and (B) the date the Supplemental Interest Trust Trustee receives the tax identification number, and thereafter prior to the expiration or obsolescence of such previously delivered form if the Supplemental Interest Trust Trustee is notified in writing or otherwise has actual knowledge thereof and (ii) shall, if requested by the Yield Maintenance Agreements ProviderSwap Counterparty, deliver to the Yield Maintenance Agreements Provider Swap Counterparty promptly upon receipt each certification received from the Class SB Certificateholders pursuant to Section 10.06(c). If such tax identification number is obtained by the REMIC Administrator, the Form W-9 or equivalent form as required shall be executed, if required, and delivered by the REMIC Administrator to the same extent as set forth in the foregoing sentence, if permitted by applicable law.