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

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information as may be required to enable each Certificateholder to prepare its federal income tax return, file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in Section 2.11 for federal income tax purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall annually cause to be sent to each Certificateholder a separate statement setting forth each such Certificateholder’s share of items of income, gain, loss, deduction or credit and will instruct each such Certificateholder to report such items on its federal income tax return. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall prepare or cause to be prepared the returns and information required by Treasury Regulations Section 1.671-5, as well as any other applicable provisions of law, to be provided and filed, as applicable, in the manner prescribed therein.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee Administrator shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations Regulations, or otherwise, such information as may be required requested by such Certificateholder, such information, reports or statements as may be necessary to enable each Certificateholder to prepare its federal and state income tax return, file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain returns. Consistent with the Trust’s characterization as an entity described in Section 2.11 for U.S. federal income tax purposespurposes as a disregarded entity so long as the Depositor or any other Person is the sole Certificateholder, cause no U.S. federal income tax return shall be filed on behalf of the Trust unless either (i) the Owner Trustee shall be provided with an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, or as a result of a transfer permitted by Section 3.04, the Code requires such tax returns 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 signed two or more beneficial owners of the Trust, the Administrator shall inform the Indenture Trustee in writing of such event, (x) the manner required by law and collect Administrator shall prepare or shall cause to be collected prepared U.S. federal and, if applicable, state or local partnership tax returns, with all such necessary information provided to it, required to be filed by the Trust and shall remit such returns to the Depositor (or if the Depositor no longer owns any withholding tax Trust Certificates, the Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing (provided that if no such designation is made, such returns shall be remitted to the Certificateholder that holds the Trust Certificate representing the “eligible horizontal residual interest” (as described such term is defined in the Credit Risk Retention Rules))) at least (5) days before such returns are due to be filed, and (y) capital accounts shall be maintained by the Administrator for each Certificateholder in accordance with the Treasury Regulations under Section 5.2(c704(b) of the Code reflecting each such Certificateholder’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 Administrator shall prepare any such return with all elections the Administrator deems appropriate, except that no election shall be made to treat the Trust as an association taxable as a corporation. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns and deliver such returns after signature to the Administrator and such returns shall be filed by the Administrator with the appropriate tax authorities. In the event that a “partnership representative” within the meaning of the “Partnership Tax Audit Rules” (Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws) is required to be appointed with respect to income the Trust, the Depositor or distributions to Certificateholders. The Owner Trustee (its designee is hereby designated as partnership representative or, if the Depositor is the sole not a Certificateholder, the AdministratorCertificateholder selected by a majority of the Certificateholders (by Percentage Interest) shall annually cause be designated as partnership representative; provided that if no such selection is made, the Certificateholder that holds the Certificate representing the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) shall be designated as the partnership representative. The partnership representative shall have the power to be sent appoint the “designated individual” as set forth under the Partnership Tax Audit Rules, and the designated individual shall have the same responsibilities and powers as the partnership representative, as set forth below; provided, however, for the avoidance of doubt, that the partnership representative shall not appoint the Owner Trustee (as such or in its individual capacity) or any of its officers, directors, employees, agents or affiliated individuals. If the Trust is classified as a partnership for U.S. federal income tax purposes, the partnership representative shall represent the Trust in connection with all examinations of the Trust’s affairs by tax authorities, including resulting judicial and administrative proceedings. The Trust will make the election described in Section 6226 of the Code. If the Trust is obligated to each pay any amount to a governmental agency or body or to any other Person (or otherwise makes a payment) because of a Certificateholder’s status or otherwise specifically attributable to a Certificateholder a separate statement setting forth each (including any taxes arising under the Partnership Tax Audit Rules), then such Certificateholder shall, at the Trust’s sole election, either (i) pay the entire amount (including any interest, penalties and expenses associated with such payment) the Trust is obligated to pay because of such Certificateholder’s share of items of income, gain, loss, deduction status or credit and will instruct each attributable to such Certificateholder to report the Trust at least five days prior to the due date for such items payment by the Trust, or (ii) promptly reimburse the Trust in full for the entire amount any and all such amounts paid by or on its federal income tax return. The Owner Trustee behalf of the Trust (orincluding any interest, if the Depositor is the sole Certificateholder, the Administrator) shall prepare or cause to be prepared the returns penalties and information required by Treasury Regulations Section 1.671-5, as well as any other applicable provisions of law, to be provided and filed, as applicable, in the manner prescribed thereinexpenses associated with such payment).

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information in the possession or control of the Owner Trustee as may be required to enable each Certificateholder to prepare its federal income tax return, file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in Section 2.11 for U.S. federal income tax purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee (orIndependent Accountant, if at the Depositor is direction of the sole CertificateholderAdministrator on behalf of the Trust, the Administrator) shall annually cause to be sent to each Certificateholder a separate statement setting forth each such Certificateholder’s share of items of income, gain, loss, deduction or credit and will instruct each such Certificateholder to report such items on its federal income tax return. The Owner Trustee (orIndependent Accountant, if at the Depositor is direction of the sole CertificateholderAdministrator on behalf of the Trust, the Administrator) shall prepare or cause to be prepared the returns and information required by Treasury Regulations Section 1.671-5, as well as any other applicable provisions of law, to be provided and filed, as applicable, in the manner prescribed therein.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information as may be required to enable each Certificateholder to prepare its federal income tax return, prepare and file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in Section 2.11 for federal income tax purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall annually cause to be sent to each Certificateholder a separate statement setting forth each such the Certificateholder’s share of items of income, gain, loss, deduction or credit and will instruct each all such Certificateholder to report such items on its federal income tax returnreturns. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall prepare or cause to be prepared the returns and information required by Treasury Regulations Section 1.671-5, as well as any other applicable provisions of law, to be provided and filed, as applicable, in the manner prescribed therein.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information in the possession or control of the Owner Trustee as may be required to enable each Certificateholder to prepare its federal income tax return, file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in Section 2.11 for United States federal income tax purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee (orIndependent Accountant, if at the Depositor is direction of the sole CertificateholderAdministrator on behalf of the Trust, the Administrator) shall annually cause to be sent to each Certificateholder a separate statement setting forth each such Certificateholder’s share of items of income, gain, loss, deduction or credit and will instruct each such Certificateholder to report such items on its federal income tax return. The Owner Trustee (orIndependent Accountant, if at the Depositor is direction of the sole CertificateholderAdministrator on behalf of the Trust, the Administrator) shall prepare or cause to be prepared the returns and information required by Treasury Regulations Section 1.671-5, as well as any other applicable provisions of law, to be provided and filed, as applicable, in the manner prescribed therein.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information in the possession or control of the Owner Trustee as may be required to enable each Certificateholder to prepare its federal income tax return, file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in Section 2.11 for federal income tax purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall annually cause to be sent to each Certificateholder a separate statement setting forth each such Certificateholder’s share of items of income, gain, loss, deduction or credit and will instruct each such Certificateholder to report such items on its federal income tax return. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall prepare or cause to be prepared the returns and information required by Treasury Regulations Section 1.671-5, as well as any other applicable provisions of law, to be provided and filed, as applicable, in the manner prescribed therein.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee Trust Depositor shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, (b) deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwiseRegulations, such information as may be required (including, if applicable, Schedule K-1) to enable each Certificateholder to prepare its federal and state income tax returnreturns, file such (c) prepare or cause to be prepared, and file, or cause to be filed, all tax returns returns, if any, relating to the Trust (including, if applicable, a partnership information return, IRS Form 1065) and in writing direct the Owner Trustee to make such elections as may from time to time may be required or appropriate under any applicable State state or federal statute or any rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in Section 2.11 a partnership for federal income tax purposespurposes or an entity the existence of which is disregarded as separate from the Certificateholders under applicable Treasury Regulations depending on whether the Trust Certificates are held by more than one owner or one owner, cause such tax returns to be signed in the manner required by law and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c5.02(c) with respect to income or distributions to CertificateholdersCertificateholders and (e) upon the request of the Trust, provide to necessary parties such reasonably current information as is specified in paragraph (d)(4) of Rule 144A under the Securities Act. The Owner Trustee (or, if shall make all elections pursuant to this Section 5.05 as directed by the Trust Depositor is the sole Certificateholder, the Administrator) shall annually cause to be sent to each Certificateholder a separate statement setting forth each such Certificateholder’s share of items of income, gain, loss, deduction or credit and will instruct each such Certificateholder to report such items on its federal income tax return. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall prepare or cause to be prepared the returns and information required by Treasury Regulations Section 1.671-5, as well as any other applicable provisions of law, to be provided and filed, as applicable, in the manner prescribed thereinwriting.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information as may be required to enable each Certificateholder to prepare its federal income tax return, prepare and file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in Section 2.11 for federal income tax purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall annually cause to be sent to each Certificateholder a separate statement setting forth each such Certificateholder’s share of items of income, gain, loss, deduction or credit and will instruct each such Certificateholder to report such items on its federal income tax return. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall prepare or cause to be prepared the returns and information required by Treasury Regulations Section 1.671-5, as well as any other applicable provisions of law, to be provided and filed, as applicable, in the manner prescribed therein.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee Trust Depositor shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, (b) deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwiseRegulations, such information as may be required (including, if applicable, Schedule K-1) to enable each Certificateholder to prepare its federal and state income tax returnreturns, file such (c) prepare or cause to be prepared, and file, or cause to be filed, all tax returns returns, if any, relating to the Trust (including, if applicable, a partnership information return, IRS Form 1065) and in writing direct the Owner Trustee to make such elections as may from time to time may be required or appropriate under any applicable State state or federal statute or any rule or regulation thereunder so as to maintain the Trust’s characterization as a partnership for federal income tax purposes or an entity described in Section 2.11 that is disregarded as separate from its sole beneficial owner for federal income tax purposes, cause such tax returns to be signed in the manner required by law and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c5.02(c) with respect to income or distributions to CertificateholdersCertificateholders and (e) upon the request of the Trust, provide to necessary parties such reasonably current information as is specified in paragraph (d)(4) of Rule 144A under the Securities Act. The Owner Trustee (or, if shall make all elections pursuant to this Section 5.05 as directed by the Trust Depositor is the sole Certificateholder, the Administrator) shall annually cause to be sent to each Certificateholder a separate statement setting forth each such Certificateholder’s share of items of income, gain, loss, deduction or credit and will instruct each such Certificateholder to report such items on its federal income tax return. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall prepare or cause to be prepared the returns and information required by Treasury Regulations Section 1.671-5, as well as any other applicable provisions of law, to be provided and filed, as applicable, in the manner prescribed thereinwriting.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information as may be required to enable each Certificateholder to prepare its federal income tax return, file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in Section 2.11 for federal income tax purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall annually cause to be sent to each Certificateholder a separate statement setting forth each such Certificateholder’s share of items of income, gain, loss, deduction or credit and will instruct each such Certificateholder to report such items on its federal income tax returnreturns. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall prepare or cause to be prepared the returns and information required by Treasury Regulations Section 1.671-5, as well as any other applicable provisions of law, to be provided and filed, as applicable, in the manner prescribed therein.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information in the possession or control of the Owner Trustee as may be required to enable each Certificateholder to prepare its federal income tax return, file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in Section 2.11 for United States federal income tax purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall annually cause to be sent to each Certificateholder a separate statement setting forth each such Certificateholder’s share of items of income, gain, loss, deduction or credit and will instruct each such Certificateholder to report such items on its federal income tax return. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall prepare or cause to be prepared the returns and information required by Treasury Regulations Section 1.671-5, as well as any other applicable provisions of law, to be provided and filed, as applicable, in the manner prescribed therein.

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information as may be required to enable each Certificateholder to prepare its federal income tax return, file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in Section 2.11 2.11(i) for federal income tax purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. [If the Trust were to become a partnership in accordance with Section 2.11 or the Internal Revenue Service were to contend successfully that the Trust is not a disregarded entity but is rather a partnership for federal income tax purposes, the Trust shall allocate items of income, gain, deduction and loss to the partners of the Trust in accordance with their economic interests in the Trust. With respect to interest expense of the Trust, the Trust shall allocate to the Certificateholders their share of the entire amount of such interest expense.][ The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall annually cause to be sent to each Certificateholder a separate statement setting forth each such Certificateholder’s share of items of income, gain, loss, deduction or credit and will instruct each such Certificateholder to report such items on its federal income tax returnreturns. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall prepare or cause to be prepared the returns and information required by Treasury Regulations Section 1.671-5, as well as any other applicable provisions of law, to be provided and filed, as applicable, in the manner prescribed therein.]

Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. [The Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information as may be required to enable each Certificateholder to prepare its federal income tax return, prepare and file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as an entity described in Section 2.11 for federal income tax purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to Certificateholders. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall annually cause to be sent to each Certificateholder a separate statement setting forth each such the Certificateholder’s share of items of income, gain, loss, deduction or credit and will instruct each all such Certificateholder to report such items on its federal income tax returnreturns. The Owner Trustee (or, if the Depositor is the sole Certificateholder, the Administrator) shall prepare or cause to be prepared the returns and information required by Treasury Regulations Section 1.671-5, as well as any other applicable provisions of law, to be provided and filed, as applicable, in the manner prescribed therein.]