Grantor Trust Sample Clauses

Grantor Trust. Nothing in this Agreement, any agreement with a Depository, or otherwise, shall be construed to give the Trustee or Sponsor the power to vary the investment of the Beneficial Owners within the meaning of Section 301.7701-4(c) of the regulations under the Code or any similar or successor provision of the regulations under the Code, nor shall the Sponsor give the Trustee any direction that would vary the investment of the Beneficial Owners. However, the Trustee shall not be liable to any Person for any failure of the Trust to qualify as a grantor trust under the Code or any comparable provision of the laws of any State or other jurisdiction where that treatment is sought, except that this sentence shall not limit the Trustee’s responsibility for the administration of the Trust in accordance with this Agreement. Neither the Trustee nor the Sponsor will agree to any amendment of the Deposit Account Agreement unless the Sponsor obtains and delivers to the Trustee a prior written opinion of counsel to the effect that such amendment will have no adverse effect on the classification of the Trust as a “grantor trust” under the Code.
Grantor Trust. The Trust is intended to be a grantor trust, of which the Sponsor is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.
Grantor Trust. (a) Any Class V Specific Grantor Trust Assets held in the Grantor Trust, consisting of the right to any Excess Interest in respect of the ARD Mortgage Loans and the Excess Interest Sub-account, shall be held by the Certificate Administrator on behalf of the Trustee for the benefit of the Holders of the Class V Grantor Trust Interest, represented by the Class V Certificates, which Class V Certificates, in the aggregate, shall evidence 100% beneficial ownership of such assets from and after the Closing Date.
Grantor Trust. The Class A-S, Class B, Class C, Class PEX and Class V Certificates shall each represent undivided beneficial interests in the portion of the Grantor Trust consisting of the assets set forth opposite such Class in the following table, in each case as described herein. As provided herein, the Certificate Administrator shall not take any actions to cause the portions of the Trust Fund consisting of the Grantor Trust to fail (i) to maintain its status as a “grantor trust” under federal income tax law and (ii) to not be treated as part of any Trust REMIC Pool. Class Designation Corresponding Grantor Trust Assets Class A-S Class A-S Specific Grantor Trust Assets Class B Class B Specific Grantor Trust Assets Class C Class C Specific Grantor Trust Assets Class PEX Class PEX Specific Grantor Trust Assets Class V Class V Specific Grantor Trust Assets
Grantor Trust. In the event the Executive’s employment is terminated without Cause or he terminates his employment for Good Reason and a Change in Control has occurred as of the Date of Termination or occurs thereafter, the Executive shall have the right to require the Company to establish a grantor trust (taxable to the Company) and fund such trust, on an actuarially sound basis, to provide the compensation and benefits to which he is entitled hereunder, other than those which may be paid pursuant to the provisions of Subparagraph (c). The specific terms of such trust shall be as agreed to by the parties in good faith; provided, however, that the trustee shall be a financial institution independent of the Company; and provided further, that in no event shall the Company be entitled to withdraw funds from the trust for its benefit, or otherwise voluntarily assign or alienate such funds, until such time as all compensation and benefits required hereunder are paid and provided. The determination of the extent of required funding, including any supplemental funding in the event of adverse investment performance of trust assets, shall be made by an actuary or a certified public accountant retained by each party. To the extent such professionals cannot agree on the proper level of funding, they shall select a third such professional whose determination shall be binding upon the parties. Notwithstanding the foregoing, the Company and its Affiliates shall remain liable for all compensation and benefits required to be paid or provided hereunder.
Grantor Trust. The parties intend that the portion of the Trust consisting of the segregated pool of assets consisting of the Class V Specific Grantor Trust Assets (if any), the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets and the Class PST Specific Grantor Trust Assets (such portion of the Trust, the “Grantor Trust”) be treated as a grantor trust under Subpart E of Part 1 of subchapter J of the Code, as an “investment trust” under Treasury Regulations Section 301.7701-4(c) and as a “domestic trust” under Treasury Regulations Section 301.7701-7. If any Class V Specific Grantor Trust Assets exist, then the Class V Certificates shall represent undivided beneficial interests in a portion of the Grantor Trust consisting of the related Class V Specific Grantor Trust Assets. The Class A-S Certificates shall represent undivided beneficial interests in a portion of the Grantor Trust consisting of the related Class A-S Specific Grantor Trust Assets. The Class B Certificates shall represent undivided beneficial interests in a portion of the Grantor Trust consisting of the related Class B Specific Grantor Trust Assets. The Class C Certificates shall represent undivided beneficial interests in a portion of the Grantor Trust consisting of the related Class C Specific Grantor Trust Assets. For federal income tax purposes the Certificate Administrator shall treat the Grantor Trust as a grantor trust and shall treat each Holder of a Class V Certificate or Exchangeable Certificate as the owner of the individual, underlying assets represented by any such Certificate. In addition, to the fullest extent possible, ownership of a Class V Certificate or Exchangeable Certificate shall be treated as direct ownership of the individual, underlying assets represented by such Certificate for federal income tax reporting purposes.
Grantor Trust. The portions of the Trust Fund consisting of the Uncertificated Upper-Tier Regular Interests and the entitlement to Excess Interest (and the cashflows from such assets) shall be classified as a trust under Treasury Regulations section 301.7701-4 and the holders of the certificates, representing undivided, beneficial ownership interests in such assets and cashflows (the “Exchangeable Certificates”) shall be the tax owners of such assets and cashflows under Code Section 671 (such a trust, a “Grantor Trust”). As provided herein, the Certificate Administrator shall not take any actions that would cause the Grantor Trust to either (i) lose its tax status as a “grantor trust” or (ii) be treated as part of either Trust REMIC. The following table sets forth the Class designation, the approximate initial interest entitlements, the original Certificate Balance, the original maximum Certificate Balance and the assets (and cashflows) underlying each Class of Exchangeable Certificates: Class Designation Interest Entitlements (per annum) Original Certificate Balance Original Maximum Certificate Balance Assets Represented by such Certificate Class V-A-1 (1) $0(2) $330,148.18(3) Class V-A-1(4) Class V-A-2 (1) $0(2) $1,991,177.65(3) Class V-A-2(4) Class V-A-3 (1) $0(2) $1,897,666.15(3) Class V-A-3(4) Class V-A-SB (1) $0(2) $665,417.78(3) Class V-A-SB(4) Class V-A-4 (1) $0(2) $11,545,332.25(3) Class V-A-4(4) Class V-AM (1) $0(2) $2,699,167.17(3) Class V-AM(4) Class V-B (1) $0(2) $938,841.75(3) Class V-B(4) Class V-C (1) $0(2) $938,841.75(3) Class V-C(4) Class V-D (1) $0(2) $616,124.18(3) Class V-D(4) Class V-E (1) $0(2) $469,409.44(3) Class V-E(4) Class V-F (1) $0(2) $440,098.50(3) Class V-F(4) Class V-G (1) $0(2) $234,693.29(3) Class V-G(4) Class V-H (1) $0(2) $704,150.26(3) Class V-H(4) Class V2 (5) $23,471,068.35(2) $23,471,068.35(3) Class V2(6) RR Interest (5) $15,635,211.50(2) $15,635,211.50 RR Interest(6) Class S (7) (7) (7) Class S
Grantor Trust. The Trust is intended to be a trust of which the Grantor is treated as the owner for federal income tax purposes in accordance with the provisions of Sections 671 through 679 of the Internal Revenue Code of 1986, as amended (the “Code”). If the Trustee, in its sole discretion, deems it necessary or advisable for the Grantor and/or the Trustee to undertake or refrain from undertaking any actions (including, but not limited to, making or refraining from making any elections or filings) in order to ensure that the Grantor is at all times treated as the owner of the Trust for federal income tax purposes, the Grantor and/or the Trustee will undertake or refrain from undertaking (as the case may be) such actions. The Grantor hereby irrevocably authorizes the Trustee to be its attorney-in-fact for the purpose of performing any act which the Trustee, in its sole discretion, deems necessary or advisable in order to accomplish the purposes and the intent of this Section 3. The Trustee shall be fully protected in acting or refraining from acting in accordance with the provisions of this Section 3.
Grantor Trust. The Class S Certificates, the Class RR Certificates and the RR Interest shall each represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets and the Class RR Certificates and the RR Interest shall each represent undivided beneficial interests in the VRR Regular Interests and distributions thereon. As provided herein, the Certificate Administrator shall not take any actions that would cause the portions of the Trust Fund consisting of the Grantor Trust (i) to fail to maintain its status as a “grantor trust” under federal income tax law or (ii) to be treated as part of any Trust REMIC. On the Closing Date, the Depositor is selling, assigning and transferring and otherwise conveying to (i) DBNY, $16,688,835 initial Certificate Balance of the VRR Interest in the form of Class RR Certificates (which assignment, transfer and conveyance shall, solely for purposes of satisfying the requirements of Section 3(a) and Section 4(a)(3) of the Risk Retention Rule, be deemed assigned, transferred and conveyed from the Depositor to GACC and from GACC to DBNY), (ii) Goldman Sachs Bank USA, $12,200,000 initial VRR Interest Balance in the form of the RR Interest (which assignment, transfer and conveyance shall, solely for purposes of satisfying the requirements of Section 11(a)(1) of the Risk Retention Rule, be deemed assigned, transferred and conveyed from the Depositor to GACC and from GACC to GS Bank) and (iii) CREFI, $9,111,165 initial Certificate Balance of the VRR Interest in the form of Class RR Certificates (which assignment, transfer and conveyance shall, solely for purposes of satisfying the requirements of Section 11(a)(1) of the Risk Retention Rule, be deemed assigned, transferred and conveyed from the Depositor to GACC and from GACC to CREFI). The portion of the VRR Interest (or Class RR Certificates) that DBNY is so purchasing from the Depositor on the Closing Date is referred to in this Agreement as the “VRR1 Interest”. The portion of the VRR Interest (or RR Interest) that GS Bank is so purchasing from the Depositor on the Closing Date is referred to in this Agreement as the “VRR2 Interest”. The portion of the VRR Interest (or Class RR Certificates) that CREFI is so purchasing from the Depositor on the Closing Date is referred to in this Agreement as the “VRR3 Interest”. To the fullest extent permitted by law, any inconsistencies or ambiguities in this Agreement or in the administration of ...
Grantor Trust. Within ninety (90) days following execution of this Agreement, the Company shall establish a grantor trust, known as a rabbi trust, which shall provide for the Company to make an irrevocable contribution to fully fund the cash payments provided for under this Agreement in the event of a Change in Control. Notwithstanding the foregoing, such funding shall not be required if it would result in the imposition of additional tax under Section 409A(b)(5) of the Code.