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

Accounting and Reports to the Transferor, the Internal Revenue Service and Others. The Owner Trustee shall deliver (or cause to be delivered) to the Transferor such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable the Transferor to prepare its respective federal and state income tax returns. Consistent with the Trust’s characterization as a disregarded entity within the meaning of Treasury regulations Section 301.7701-2(a), no federal income tax return shall be filed on behalf of the Trust unless either (a) the Trust or the Transferor shall receive an Opinion of Counsel that based on a change in applicable law occurring after the date hereof the Code requires such a filing or (b) the Internal Revenue Service shall determine that the Trust is required to file such a return. The Master Servicer shall prepare or shall cause to be prepared any tax returns required to be filed by the Trust and shall remit such returns to the Transferor at least five days before such returns are due to be filed. Such returns shall be filed by, or at the direction of, the Master Servicer with the appropriate tax authorities. In no event shall the Transferor be liable for any liabilities, costs or expenses of the Trust 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 the Transferor’s breach of its obligations under this Agreement.

Accounting and Reports to the Transferor, the Internal Revenue Service and Others. The Owner Trustee Administrator shall deliver (or cause to be delivered) to the Transferor such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable the Transferor to prepare its respective federal and state income tax returns. Consistent with the Trust’s characterization as a disregarded entity within the meaning of Treasury regulations Section 301.7701-2(a), no U.S. federal income tax return shall be filed on behalf of the Trust unless either (a) the Trust or the Transferor shall receive an Opinion of Counsel that based on a change in applicable law occurring after the date hereof hereof, the Code requires such a filing or (b) the Internal Revenue Service shall determine that the Trust is required to file such a return. The Master Servicer Administrator shall prepare or shall cause to be prepared any tax returns returns, if any, required to be filed by the Trust and shall remit such returns to the Transferor at least five days before such returns are due to be filed. Such returns shall be filed by, or at the direction of, the Master Servicer Administrator with the appropriate tax authorities. In no event shall the Transferor or the Owner Trustee be liable for any liabilities, costs or expenses of the Trust 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 the Transferor’s breach of its obligations under this Agreement.

Accounting and Reports to the Transferor, the Internal Revenue Service and Others. The Owner Trustee Master Servicer shall deliver (or cause to be delivered) to the Transferor such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable the Transferor to prepare its respective federal and state income tax returns. Consistent with the Trust’s characterization as a disregarded entity within the meaning of Treasury regulations Section 301.7701-2(a), no federal income tax return shall be filed on behalf of the Trust unless either (a) the Trust or the Transferor shall receive an Opinion of Counsel that based on a change in applicable law occurring after the date hereof the Code requires such a filing or (b) the Internal Revenue Service shall determine that the Trust is required to file such a return. The Master Servicer shall prepare or shall cause to be prepared any tax returns required to be filed by the Trust and shall remit such returns to the Transferor at least five days before such returns are due to be filed. Such returns shall be filed by, or at the direction of, the Master Servicer with the appropriate tax authorities. In no event shall the Transferor be liable for any liabilities, costs or expenses of the Trust 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 the Transferor’s breach of its obligations under this Agreement.

Accounting and Reports to the Transferor, the Internal Revenue Service and Others. The Owner Trustee Master Servicer shall deliver (or cause to be delivered) to the Transferor such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable the Transferor to prepare its respective federal and state income tax returns. Consistent with the Trust’s 's characterization as a disregarded entity within the meaning of Treasury regulations Section 301.7701-2(a), no federal income tax return shall be filed on behalf of the Trust unless either (a) the Trust or the Transferor shall receive an Opinion of Counsel that based on a change in applicable law occurring after the date hereof the Code requires such a filing or (b) the Internal Revenue Service shall determine that the Trust is required to file such a return. The Master Servicer shall prepare or shall cause to be prepared any tax returns required to be filed by the Trust and shall remit such returns to the Transferor at least five days before such returns are due to be filed. Such returns shall be filed by, or at the direction of, the Master Servicer with the appropriate tax authorities. In no event shall the Transferor be liable for any liabilities, costs or expenses of the Trust 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 the Transferor’s 's breach of its obligations under this Agreement.