Common use of Accounting and Reports to the Certificateholder, the Internal Revenue Service and Others Clause in Contracts

Accounting and Reports to the Certificateholder, the Internal Revenue Service and Others. The Owner Trustee shall deliver to the Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Owner to prepare its federal and state income tax returns. Consistent with the Trust's characterization for tax purposes as a security arrangement for the issuance of non-recourse debt so long as the Seller or any other Person is the sole beneficiary owner of the Trust, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof], or as a result of a transfer by the Company permitted by Section 11.03], the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the Trust, the Owner Trustee shall inform the Indenture Trustee in writing of such event, (x) the Owner Trustee shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns required to be filed by the Trust and shall remit such returns to the Seller (or if the Seller no longer owns the Certificate, to the Seller to the extent its tax liability is affected thereby and otherwise to the successor Certificateholder) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained for each beneficial owner in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such beneficial owner's share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Seller (or such successor Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Owner Trustee and such returns shall be filed by the Owner Trustee with the appropriate tax authorities. In the event that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Seller is hereby designated as tax matters partner or, if the Seller is not the Certificateholder, the Seller to the extent its tax liability is affected thereby and otherwise the successor Certificateholder, shall be designated as tax matters partner. In no event shall the Owner Trustee or the Seller (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust 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 for any such liability, cost or expense attributable to any act or omission by the Owner Trustee or the Seller (or such designee Certificateholder as applicable), as the case may be, in breach of its obligations under this Agreement.

Accounting and Reports to the Certificateholder, the Internal Revenue Service and Others. The Owner Trustee shall deliver to the Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be reasonably necessary to enable each Owner the Certificateholder to prepare its federal and state State income tax returns. Consistent with the Trust's ’s characterization for tax purposes as a security arrangement for the issuance of non-recourse debt disregarded entity so long as the Seller Transferor or any other Person is the sole beneficiary beneficial owner of the Trust, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof], or as a result of a transfer by the Company a selling Certificateholder permitted by Section 11.03]11.04 hereof, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the TrustTrust (including the treatment of any class of Notes as a beneficial ownership in the Trust pursuant to a final determination of the Internal Revenue Service or a court), the Owner Trustee shall inform the Indenture Trustee in writing of such event, (x) the Owner Trustee Administrator, on behalf of the Trust, shall prepare or shall cause to be prepared federal and, if applicable, state State or local partnership tax returns required to be filed by the Trust (using the calendar year or its fiscal year, or such other Trust and Servicing Agreement taxable year as may be required by the Code) and shall remit such returns to the Seller Transferor for signature (or if the Seller Transferor no longer owns the Certificate, to the Seller Transferor to the extent its tax liability is affected thereby and otherwise to the successor CertificateholderCertificateholder owning the largest percentage interest in the Certificates) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained for each beneficial owner in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such beneficial owner's ’s share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Seller Transferor (or such successor Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Owner Trustee Administrator, on behalf of the Trust and such returns shall be filed by the Owner Trustee Administrator, on behalf of the Trust, with the appropriate tax authorities. In the event that a "“tax matters partner" ” (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Seller Transferor is hereby designated as tax matters partner or, if the Seller Transferor is not the Certificateholder, the Seller Transferor to the extent its tax liability is affected thereby and otherwise the successor CertificateholderCertificateholder owning the largest percentage interest in the Certificates, shall be designated as tax matters partner. In no event shall the Owner Trustee Trustee, the Administrator or the Seller Transferor (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust or the Noteholders arising out of the application of any tax law, including federal, stateState, 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 for any such liability, cost or expense attributable to any act or omission by the Owner Trustee Trustee, the Administrator or the Seller Transferor (or such designee Certificateholder as applicable), as the case may be, in breach of its obligations under this Agreement. Unless otherwise instructed by a majority in interest of the Certificates, none of the Owner Trustee, the Administrator, or the Transferor shall elect, or shall cause an election to be made on behalf of the Trust, under (i) Section 1278 of the Code to accrue its market discount income currently or (ii) Section 754 of the Code.

Accounting and Reports to the Certificateholder, the Internal Revenue Service and Others. The Owner Trustee shall deliver to the Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Owner the Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust's characterization for tax purposes as a security arrangement for the issuance of non-recourse debt disregarded entity so long as the Seller or any other Person is the sole beneficiary beneficial owner of the Trust, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof], or as a result of a transfer by the Company a selling Certificateholder permitted by Section 11.03], the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the TrustTrust (including the treatment of any class of Notes as a beneficial ownership in the Trust pursuant to a final determination of the Internal Revenue Service or a court), the Owner Trustee shall inform the Indenture Trustee in writing of such event, (x) the Owner Trustee Administrator, on behalf of the Trust shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns required to be filed by the Trust (using the calendar year or its fiscal year, or such other taxable year as may be required by the Code) and shall remit such returns to the Seller for signature (or if the Seller no longer owns the Certificate, to the Seller to the extent its tax liability is affected thereby and otherwise to the successor CertificateholderCertificateholder owning the largest percentage interest in the Certificates) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained for each beneficial owner in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such beneficial owner's share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Seller (or such successor Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Owner Trustee Administrator, on behalf of the Trust and such returns shall be filed by the Owner Trustee Administrator, on behalf of the Trust with the appropriate tax authorities. In the event that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Seller is hereby designated as tax matters partner or, if the Seller is not the Certificateholder, the Seller to the extent its tax liability is affected thereby and otherwise the successor CertificateholderCertificateholder owning the largest percentage interest in the Certificates, shall be designated as tax matters partner. In no event shall the Owner Trustee Trustee, the Administrator or the Seller (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust 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 for any such liability, cost or expense attributable to any act or omission by the Owner Trustee Trustee, the Administrator or the Seller (or such designee Certificateholder as applicable), as the case may be, in breach of its obligations under this Agreement. Unless otherwise instructed by a majority in interest of the Certificateholders, none of the Owner Trustee, the Administrator, or the Seller shall elect, or shall cause an election to be made on behalf of the Trust, under (i) Section 1278 of the Code to accrue its market discount income currently or (ii) Section 754 of the Code.

Accounting and Reports to the Certificateholder, the Internal Revenue Service and Others. The Owner Trustee shall deliver to the Certificateholder, as may be required by the Code and applicable Treasury Regulations, or as may be requested by such Certificateholder, such information, reports or statements as may be reasonably necessary to enable each Owner the Certificateholder to prepare its federal and state income tax returns. Consistent with the Trust's characterization for tax purposes as a security arrangement for the issuance of non-recourse debt disregarded entity so long as the Seller Transferor or any other Person is the sole beneficiary beneficial owner of the Trust, no federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof], or as a result of a transfer by the Company a selling Certificateholder permitted by Section 11.03]11.04, the Code requires such a filing or (ii) the Internal Revenue Service shall determine that the Trust is required to file such a return. In the event that there shall be two or more beneficial owners of the TrustTrust (including the treatment of any class of Notes as a beneficial ownership in the Trust pursuant to a final TRUST AND SERVICING AGREEMENT determination of the Internal Revenue Service or a court), the Owner Trustee shall inform the Indenture Trustee in writing of such event, (x) the Owner Trustee Administrator, on behalf of the Trust, shall prepare or shall cause to be prepared federal and, if applicable, state or local partnership tax returns required to be filed by the Trust (using the calendar year or its fiscal year, or such other taxable year as may be required by the Code) and shall remit such returns to the Seller Transferor for signature (or if the Seller Transferor no longer owns the Certificate, to the Seller Transferor to the extent its tax liability is affected thereby and otherwise to the successor CertificateholderCertificateholder owning the largest percentage interest in the Certificates) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained for each beneficial owner in accordance with the Treasury Regulations under Section 704(b) of the Code reflecting each such beneficial owner's share of the income, gains, deductions, and losses of the Trust and/or guaranteed payments made by the Trust and contributions to, and distributions from, the Trust. The Seller Transferor (or such successor Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Owner Trustee Administrator, on behalf of the Trust and such returns shall be filed by the Owner Trustee Administrator, on behalf of the Trust, with the appropriate tax authorities. In the event that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is required to be appointed with respect to the Trust, the Seller Transferor is hereby designated as tax matters partner or, if the Seller Transferor is not the Certificateholder, the Seller Transferor to the extent its tax liability is affected thereby and otherwise the successor CertificateholderCertificateholder owning the largest percentage interest in the Certificates, shall be designated as tax matters partner. In no event shall the Owner Trustee Trustee, the Administrator or the Seller Transferor (or such designee Certificateholder, as applicable) be liable for any liabilities, costs or expenses of the Trust 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 for any such liability, cost or expense attributable to any act or omission by the Owner Trustee Trustee, the Administrator or the Seller Transferor (or such designee Certificateholder as applicable), as the case may be, in breach of its obligations under this Agreement. Unless otherwise instructed by a majority in interest of the Certificateholders, none of the Owner Trustee, the Administrator, or the Transferor shall elect, or shall cause an election to be made on behalf of the Trust, under (i) Section 1278 of the Code to accrue its market discount income currently or (ii) Section 754 of the Code.