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 "nonentity" under Treasury Regulation Section 301.7701-3 or as a partnership, and the Certificateholders (including the Depositor) will be treated as partners in that partnership. The Depositor and the other Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each taxable year (or portion thereof), other than periods in which there is only one Certificateholder: (a) to the extent amounts paid to the Depositor pursuant to Sections 4.1(c), 4.7(a), 4.7(c) and 4.12 of the Sale and Servicing Agreement or clause (i) of the fourth paragraph of Section 5.1(a) of the Sale and Servicing Agreement for such year (or other period) are paid in respect of items of income (as determined for Federal income tax purposes), such income shall be allocated to the Depositor; and (b) all remaining net income or net loss, as the case may be, of the Trust for 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 to the Certificateholders pro rata in accordance with the outstanding principal balances of their respective Certificates. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor or the Certificateholders or as otherwise required by the Code.

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 "nonentity" under Treasury Regulation Section Treas. Reg. ss. 301.7701-3 or as a partnership, and the Certificateholders (including the Depositor) will be treated as partners in that partnership. The Depositor and the other Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each taxable year (or portion thereof), other than periods in which there is only one Certificateholder: (a) to the extent amounts paid to the Depositor pursuant to Sections 4.1(c4.1(b), 4.7(a), 4.7(c4.7(b) and 4.12 4.9 of the Sale and Servicing Agreement or clause (i) of the fourth paragraph of Section 5.1(a) of the Sale and Servicing Agreement for such year (or other period) are paid in respect of items of income (as determined for Federal income tax purposes), such income shall be allocated to treated as a guaranteed payment within the Depositormeaning of Section 707(c) of the Code; and (b) all remaining net income or net loss, as the case may be, of the Trust for 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 to the Certificateholders pro rata in accordance with the outstanding principal balances of their respective Certificates. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor or the Certificateholders or as otherwise required by the Code.

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 "nonentity" under Treasury Regulation Section Treas. Reg. ss. 301.7701-3 or as a partnership, and the Certificateholders (including the Depositor) will be treated as partners in that partnership. The Depositor and the other Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each taxable year (or portion thereof), other than periods in which there is only one Certificateholder: (a) to the extent amounts paid to the Depositor pursuant to Sections 4.1(c), 4.7(a), 4.7(c) and 4.12 4.7(b) of the Sale and Servicing Agreement or clause (i) of the fourth paragraph of Section 5.1(a) of the Sale and Servicing Agreement for such year (or other period) are paid in respect of items of income (as determined for Federal income tax purposes), such income shall be allocated to treated as a guaranteed payment within the Depositormeaning of Section 707(c) of the Code; and (b) all remaining net income or net loss, as the case may be, of the Trust for 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 to the Certificateholders pro rata in accordance with the outstanding principal balances of their respective Certificates. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor or the Certificateholders or as otherwise required by the Code.

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 "nonentity" under Treasury Regulation Treas. Reg. Section 301.7701-3 or as a partnership, and the Certificateholders (including the Depositor) will be treated as partners in that partnership. The Depositor and the other Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each taxable year (or portion thereof), other than periods in which there is only one Certificateholder:Certificateholder and with respect to which the Depositor has received an opinion of counsel that the Trust will be characterized as a "nonentity" under Treas. Reg. Section 301.7701-3 for Federal, state and all other income tax purposes, (a) to the extent amounts paid to the Depositor pursuant to Sections 4.1(c), Section 4.7(a), 4.7(c) and 4.12 of the Sale and Servicing Agreement or clause (i) of the fourth paragraph of Section 5.1(a) of the Sale and Servicing Agreement for such year (or other period) are paid in respect of items of income (as determined for Federal income tax purposes), such income shall be allocated to treated as a guaranteed payment within the Depositor; andmeaning of Section 707(c) of the Code; (b) all remaining net income or net loss, as the case may be, of the Trust for 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 to the Certificateholders pro rata in accordance with the outstanding principal balances of their respective Certificates. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor or the Certificateholders or as otherwise required by the Code.

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 "nonentity" under Treasury Regulation Section Treas. Reg. ss. 301.7701-3 or as a partnership, and the Certificateholders (including the Depositor) will be treated as partners in that partnership. The Depositor and the other Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each taxable year (or portion thereof), other than periods in which there is only one Certificateholder:Certificateholder and with respect to which the Depositor has received an opinion of counsel that the Trust will be characterized as a "nonentity" under Treas. Reg. ss.301.7701-3 for Federal, state and all other income tax purposes, (a) to the extent amounts paid to the Depositor pursuant to Sections 4.1(c), 4.7(a), 4.7(c) and 4.12 (b) of the Sale and Servicing Agreement or clause (i) of the fourth paragraph of Section 5.1(a) of the Sale and Servicing Agreement for such year (or other period) are paid in respect of items of income (as determined for Federal income tax purposes), such income shall be allocated to treated as a guaranteed payment within the Depositor; andmeaning of Section 707(c) of the Code; (b) all remaining net income or net loss, as the case may be, of the Trust for 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 to the Certificateholders pro rata in accordance with the outstanding principal balances of their respective Certificates. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor or 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 federal income, state and local income and franchise tax and any other income taxes, the Trust will be treated either as a "nonentity" under Treasury Regulation Section section 301.7701-3 or as a partnership, and the Certificateholders (including the Depositor) will be treated as partners in that partnership. The Depositor holder of the Residual Interest and the other Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each taxable year (or portion thereof), other than periods in which there is only one Certificateholder: (ai) to the extent amounts paid to the Depositor pursuant to Sections 4.1(c), 4.7(a), 4.7(c) and 4.12 of the Sale and Servicing Agreement or clause (i) of the fourth paragraph of Section 5.1(a) of the Sale and Servicing Agreement Certificateholders for such year (or other period) are paid in respect shall be treated as a guaranteed payment within the meaning of items Section 707(c) of income (as determined the Code and the Certificateholders shall be allocated losses for Federal federal income tax purposes), purposes to the extent such income shall losses cannot be allocated to the Depositorholder the Residual Interest consistent with the requirement that such allocation have substantial economic effect pursuant to section 704(b) of the Code; and (bii) all remaining net income or net loss, as the case may be, of the Trust for such year (or other period) as determined for Federal federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated to the Certificateholders pro rata in accordance with holder of the outstanding principal balances of their respective CertificatesResidual Interest. The Depositor is authorized to modify the allocations in this paragraph Section 2.11 if necessary or appropriate, in its sole discretion, for the allocations to reflect fairly reflect the economic income, gain or loss to the Depositor holder of the Residual Interest or the Certificateholders or as otherwise required by the Code.

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 "nonentity" under Treasury Regulation Section Treas. Reg. section 301.7701-3 or as a partnership, and the Certificateholders (including the Depositor) will be treated as partners in that partnership. The Depositor and the other Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each taxable year (or portion thereof), other than periods in which there is only one Certificateholder: Certificateholder and with respect to which the Depositor has received an opinion of counsel that the Trust will be characterized as a "nonentity" under Treas. Reg. section301.7701-3 for Federal, state and all other income tax purposes, (a) to the extent amounts paid to the Depositor pursuant to Sections 4.1(c), 4.7(a), 4.7(c) and 4.12 (b) of the Sale and Servicing Agreement or clause (i) of the fourth paragraph of Section 5.1(a) of the Sale and Servicing Agreement for such year (or other period) are paid in respect of items of income (as determined for Federal income tax purposes), such income shall be allocated to treated as a guaranteed payment within the Depositormeaning of Section 707(c) of the Code; and (b) all remaining net income or net loss, as the case may be, of the Trust for 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 to the Certificateholders pro rata in accordance with the outstanding principal balances of their respective Certificates. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor or 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 income, state and local income and franchise tax and any other income taxes, the Trust will be treated either as a "nonentity" under Treasury Regulation Treas. Reg. Section 301.7701-3 or as a partnership, and the Certificateholders (including the Depositor) will be treated as partners in that partnership. The Depositor and the other Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each taxable year (or portion thereof), other than periods in which there is only one Certificateholder:Certificateholder and with respect to which the Depositor has received an opinion of counsel that the Trust will be characterized as a "nonentity" under Treas. Reg. Section 301.7701-3 for Federal, state and all other income tax purposes, (ai) to the extent amounts paid to the Depositor pursuant to Sections 4.1(c), 4.7(a), 4.7(c) and 4.12 of the Sale and Servicing Agreement or clause (i) of the fourth paragraph of Section 5.1(ad) of the Sale and Servicing Agreement for such year (or other period) are paid in respect of items of income (as determined for Federal income tax purposes), such income shall be allocated to treated as a guaranteed payment within the Depositormeaning of Section 707(c) of the Code; and (bii) all remaining net income or net loss, as the case may be, of the Trust for 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 to the Certificateholders pro rata in accordance with the outstanding principal balances of their respective Certificates. . (b) The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Depositor or the Certificateholders or as otherwise required by the Code.

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 federal income, state and local income and franchise tax and any other income taxes, the Trust will be treated either as a "nonentity" under Treasury Regulation Section section 301.7701-3 or as a partnership, and the Certificateholders (including the Depositor) will be treated as partners in that partnership. The Depositor and the other Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each taxable year (or portion thereof), other than periods in which there is only one Certificateholder: (ai) to the extent amounts paid to the Depositor pursuant to Sections 4.1(c), 4.7(a), 4.7(c) and 4.12 of the Sale and Servicing Agreement or clause (i) of the fourth paragraph of Section 5.1(a4.7(d) of the Sale and Servicing Agreement for such year (or other period) are paid in respect of items of income (as determined for Federal income tax purposes), such income shall be allocated to treated as a guaranteed payment within the Depositormeaning of Section 707(c) of the Code; and (bii) all remaining net income or net loss, as the case may be, of the Trust for such year (or other period) as determined for Federal federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) shall be allocated to the Certificateholders pro rata in accordance with the outstanding principal balances of their respective Certificates. The Depositor is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to reflect fairly reflect the economic income, gain or loss to the Depositor or the Certificateholders or as otherwise required by the Code.