Common use of Federal Income Tax Matters Clause in Contracts

Federal Income Tax Matters. The Certificateholders acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal income, State and local income and franchise tax and any other income taxes, the Trust will be treated either as a disregarded entity under Treasury Regulation Section 301.7701-3 (to the extent the Certificates are beneficially owned by one person) or as a partnership (to the extent the Certificates are owned by two or more persons), and that the Certificateholders will be treated as partners in that partnership. The Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each calendar quarter, other than periods in which there is only one Certificateholder: (i) net income of the Trust for any calendar quarter as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among the Certificateholders as of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such date; and (ii) net losses of the Trust, if any, for any calendar quarter as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among the Certificateholders as of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such date. The Depositor is authorized to modify the allocations in this Section 2.11 if necessary or appropriate, in its sole discretion, for the allocations to reflect fairly the economic income, gain, credit, loss or deduction to the Certificateholders or as otherwise required by the Code.

Federal Income Tax Matters. The Certificateholders and the Certificate Owners acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal income, State state and local income and franchise tax and any other income taxes, the Trust will be treated either as a disregarded entity "nonentity" under Treasury Regulation Section 301.7701-3 (to the extent the Certificates are beneficially owned by one person) or as a partnership (to the extent the Certificates are owned by two or more persons)partnership, and that the Certificateholders will be treated as partners in that partnership. The holder of the Residual Interest and the Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each calendar quartertaxable year (or portion thereof), other than periods in which there is only one Certificateholder: (i) amounts paid to the Certificateholders for such year (or other period) shall be treated as a guaranteed payment within the meaning of Section 707(c) of the Code and the Certificateholders shall be allocated losses for federal income tax purposes to the extent such losses cannot be allocated to the holder the Residual Interest consistent with the requirement that such allocation have substantial economic effect pursuant to Section 704(b) of the Code; and (ii) all remaining net income or net loss, as the case may be, of the Trust for any calendar quarter such year (or other period) as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among to the Certificateholders as holder of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such date; and (ii) net losses of the Trust, if any, for any calendar quarter as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among the Certificateholders as of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such dateResidual Interest. The Depositor is authorized to modify the allocations in this Section 2.11 if necessary or appropriate, in its sole discretion, for the allocations to reflect fairly the economic income, gain, credit, gain or loss to the holder of the Residual Interest or deduction to the Certificateholders or as otherwise required by the Code.

Federal Income Tax Matters. (a) The Certificateholders acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal incomefederal, State and local income and franchise tax and any other income taxespurposes, the Trust will be treated either as a disregarded entity under Treasury Regulation Section 301.7701-3 (to the extent the Certificates are beneficially owned by one person) or as a partnership (to the extent the Certificates are owned by two or more persons), and that the Certificateholders will shall be treated as partners a grantor trust of the type described in that partnershipTreasury Regulation ss.301.7701-4(c). The Certificateholders Depositor hereby agrees and each Certificateholder by acceptance of a Trust Certificate agree agrees to such treatment and agree each agrees to take no action inconsistent with such treatmenttreatment as a grantor trust. For each calendar quarterIf the Trust is not properly characterized as a grantor trust of the type described in Treasury Regulation ss.301.7701-4(c) (i.e., to the extent that one or more classes of Notes are treated as equity for federal income tax purposes), the Trust will be treated as a partnership (other than periods in which there is only one Certificateholder: (ian association or publicly traded partnership) net for federal, State and local income and franchise tax purposes, and income, gain or loss of the Trust for any calendar quarter such month as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among the Certificateholders as of the first day following the end of Record Date occurring within such quarter month, in proportion to their ownership of the Certificate Percentage Interest on such date; and. (b) Each Certificateholder agrees to provide to the Trust (a) an IRS Form W-9 (or other similar or successor form) as is necessary to establish an exemption from United States federal backup withholding with respect to such Certificateholder (i) on or promptly after the date hereof (or, if later, the date on which it becomes a Certificateholder hereunder) and (ii) net losses upon the occurrence of any event that would require the amendment or resubmission of any such Form previously provided hereunder and such other forms or information in connection therewith reasonably requested by the Trust, if any, for any calendar quarter as determined for federal income tax purposes . (and each item of income, gain, credit, loss or deduction entering into the computation thereofc) shall be allocated among the Certificateholders as of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such date. The Depositor Trust is authorized to modify the allocations in this Section 2.11 paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect fairly the economic income, gain, credit, gain or loss or deduction to the Certificateholders Certificateholders, or as otherwise required by the Code.

Federal Income Tax Matters. (a) The Certificateholders acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal incomefederal, State state and local income and franchise tax and any other income taxespurposes, the Trust will be treated either as a disregarded entity under Treasury Regulation Section 301.7701-3 (to the extent the Certificates are beneficially owned by one person) or as a partnership (to the extent the Certificates are owned by two or more persons), and that the Certificateholders will shall be treated as partners a grantor trust of the type described in that partnershipTreasury Regulation ss. 301.7701-4(c). The Certificateholders Depositor hereby agrees and each Certificateholder by acceptance of a Trust Certificate agree agrees to such treatment and agree each agrees to take no action inconsistent with such treatmenttreatment as a grantor trust. For each calendar quarterIf the Trust is not properly characterized as a grantor trust of the type described in Treasury Regulation ss. 301.7701-4(c) (i.e., to the extent that one or more classes of Notes are treated as equity for federal income tax purposes), the Trust will be treated as a partnership (other than periods in which there is only one Certificateholder: (ian association or publicly traded partnership) net for federal, state and local income and franchise tax purposes, and income, gain or loss of the Trust for any calendar quarter such month as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among the Certificateholders as of the first day following the end of Record Date occurring within such quarter month, in proportion to their ownership of the Certificate Percentage Interest on such date; and. (b) Each Certificateholder agrees to provide to the Trust (a) an IRS Form W-9 (or other similar or successor form) as is necessary to establish an exemption from United States federal backup withholding with respect to such Certificateholder (i) on or promptly after the date hereof (or, if later, the date on which it becomes a Certificateholder hereunder) and (ii) net losses upon the occurrence of any event that would require the amendment or resubmission of any such Form previously provided hereunder and such other forms or information in connection therewith reasonably requested by the Trust, if any, for any calendar quarter as determined for federal income tax purposes . (and each item of income, gain, credit, loss or deduction entering into the computation thereofc) shall be allocated among the Certificateholders as of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such date. The Depositor Trust is authorized to modify the allocations in this Section 2.11 paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect fairly the economic income, gain, credit, gain or loss or deduction to the Certificateholders Certificateholders, or as otherwise required by the Code.

Federal Income Tax Matters. The Certificateholders and the Certificate Owners acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal income, State state and local income and franchise tax and any other income taxes, the Trust will be treated either as a disregarded entity under Treasury Regulation Section 301.7701-3 (to the extent the Certificates are beneficially owned by one person) or as a partnership (to the extent the Certificates are owned by two or more persons)partnership, and that the Certificateholders will be treated as partners in that partnership. The holder of the Residual Interest and the Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each calendar quartertaxable year (or portion thereof), other than periods in which there is only one Certificateholder: (i) amounts paid to the Certificateholders for such year (or other period) shall be treated as a guaranteed payment within the meaning of Section 707(c) of the Code and the Certificateholders shall be allocated losses for federal income tax purposes to the extent such losses cannot be allocated to the holder the Residual Interest consistent with the requirement that such allocation have substantial economic effect pursuant to Section 704(b) of the Code; and (ii) all remaining net income or net loss, as the case may be, of the Trust for any calendar quarter such year (or other period) as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among to the Certificateholders as holder of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such date; and (ii) net losses of the Trust, if any, for any calendar quarter as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among the Certificateholders as of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such dateResidual Interest. The Depositor is authorized to modify the allocations in this Section 2.11 if necessary or appropriate, in its sole discretion, for the allocations to reflect fairly the economic income, gain, credit, gain or loss to the holder of the Residual Interest or deduction to the Certificateholders or as otherwise required by the Code.

Federal Income Tax Matters. The Certificateholders and the Certificate Owners acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal income, State state and local income and franchise tax and any other income taxes, the Trust will be treated either as a disregarded entity "nonentity" under Treasury Regulation Section 301.7701-3 (to the extent the Certificates are beneficially owned by one person) or as a partnership (to the extent the Certificates are owned by two or more persons)partnership, and that the Certificateholders will be treated as partners in that partnership. The holder of the Residual Interest and the Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each calendar quartertaxable year (or portion thereof), other than periods in which there is only one Certificateholder: (i) amounts paid to the Certificateholders for such year (or other period) shall be treated as a guaranteed payment within the meaning of Section 707(c) of the Code and the Certificateholders shall be allocated losses for federal income tax purposes to the extent such losses cannot be allocated to the holder the Residual Interest consistent with the requirement that such allocation have substantial economic effect pursuant to Section 704(b) of the Code; and (ii) all remaining net income or net loss, as the case may be, of the Trust for any calendar quarter such year (or other period) as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among to the Certificateholders as holder of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such date; and (ii) net losses of the Trust, if any, for any calendar quarter as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among the Certificateholders as of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such dateResidual Interest. The Depositor is authorized to modify the allocations in this Section 2.11 if necessary or appropriate, in its sole discretion, for the allocations to reflect fairly the economic income, gain, credit, gain or loss to the holder of the Residual Interest or deduction to the Certificateholders or as otherwise required by the Code.

Federal Income Tax Matters. (a) The Certificateholders acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal incomefederal, State state and local income and franchise tax and any other income taxespurposes, the Trust will be treated either as a disregarded entity under Treasury Regulation Section 301.7701-3 (to the extent the Certificates are beneficially owned by one person) or as a partnership (to the extent the Certificates are owned by two or more persons), and that the Certificateholders will shall be treated as partners a grantor trust of the type described in that partnershipTreasury Regulation ss.301.7701-4(c). The Certificateholders Depositor hereby agrees and each Certificateholder by acceptance of a Trust Certificate agree agrees to such treatment and agree each agrees to take no action inconsistent with such treatmenttreatment as a grantor trust. For each calendar quarterIf the Trust is not properly characterized as a grantor trust of the type described in Treasury Regulation ss.301.7701-4(c) (i.e., to the extent that one or more classes of Notes are treated as equity for federal income tax purposes), the Trust will be treated as a partnership (other than periods in which there is only one Certificateholder: (ian association or publicly traded partnership) net for federal, state and local income and franchise tax purposes, and income, gain or loss of the Trust for any calendar quarter such month as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among the Certificateholders as of the first day following the end of Record Date occurring within such quarter month, in proportion to their ownership of the Certificate Percentage Interest on such date; and. (b) Each Certificateholder agrees to provide to the Trust (a) an IRS Form W-9 (or other similar or successor form) as is necessary to establish an exemption from United States federal backup withholding with respect to such Certificateholder (i) on or promptly after the date hereof (or, if later, the date on which it becomes a Certificateholder hereunder) and (ii) net losses upon the occurrence of any event that would require the amendment or resubmission of any such Form previously provided hereunder and such other forms or information in connection therewith reasonably requested by the Trust, if any, for any calendar quarter as determined for federal income tax purposes . (and each item of income, gain, credit, loss or deduction entering into the computation thereofc) shall be allocated among the Certificateholders as of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such date. The Depositor Trust is authorized to modify the allocations in this Section 2.11 paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect fairly the economic income, gain, credit, gain or loss or deduction to the Certificateholders Certificateholders, or as otherwise required by the Code.

Federal Income Tax Matters. The Certificateholders and -------------------------- the Certificate Owners acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal income, State state and local income and franchise tax and any other income taxes, the Trust will be treated either as a disregarded entity "nonentity" under Treasury Regulation Section 301.7701-3 (to the extent the Certificates are beneficially owned by one person) or as a partnership (to the extent the Certificates are owned by two or more persons)partnership, and that the Certificateholders will be treated as partners in that partnership. The holder of the Residual Interest and the Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each calendar quartertaxable year (or portion thereof), other than periods in which there is only one Certificateholder: (i) amounts paid to the Certificateholders for such year (or other period) shall be treated as a guaranteed payment within the meaning of Section 707(c) of the Code and the Certificateholders shall be allocated losses for federal income tax purposes to the extent such losses cannot be allocated to the holder the Residual Interest consistent with the requirement that such allocation have substantial economic effect pursuant to Section 704(b) of the Code; and (ii) all remaining net income or net loss, as the case may be, of the Trust for any calendar quarter such year (or other period) as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among to the Certificateholders as holder of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such date; and (ii) net losses of the Trust, if any, for any calendar quarter as determined for federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated among the Certificateholders as of the first day following the end of such quarter in proportion to their Certificate Percentage Interest on such dateResidual Interest. The Depositor is authorized to modify the allocations in this Section 2.11 if necessary or appropriate, in its sole discretion, for the allocations to reflect fairly the economic income, gain, credit, gain or loss to the holder of the Residual Interest or deduction to the Certificateholders or as otherwise required by the Code.