Common use of Tax and Accounting Characterization Clause in Contracts

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified Vehicles and the payments on the Specified Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, will be treated as a partner in such partnership. The Transferor agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer Issuing Entity not constitute a separate entity for federal income tax or income, state income or franchise tax purposes. It is the intent of the Transferor, Depositor and the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified 2010-B Vehicles and the payments on the Specified 2010-B Leases and the other assets comprising the Owner Trust Estate for federal income tax and income, state income and franchise tax purposes. The Trust Certificates shall be If, however, the Issuing Entity is re-characterized as equity in the Issuer and the Issuer shall a separate entity for federal income tax purposes be disregarded as an entity separate from purposes, it is the beneficial owner intention of the parties that it qualify as a partnership, with the assets of the partnership being the Owner Trust Certificate for so long as there is only one such beneficial ownerEstate. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer Issuing Entity shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer Issuing Entity in a manner consistent with the characterization that the Issuer Issuing Entity is not a separate entity for tax purposes; provided further, if the Issuing Entity is determined to have more than one beneficial owner for tax purposes, the parties agree to treat the Issuing Entity as a partnership for tax purposes. The Depositor and the Trust Certificateholder, by acceptance of a Trust Certificate, agree to take no action inconsistent with the foregoing intention. (b) It is the intent of the parties hereto that Depositor to treat the Trust Certificate be treated Certificates as a direct ownership interest equity interests in the assets of the Issuer Issuing Entity for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, will be treated as a partner in such partnership. The Transferor agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax financial accounting purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified Vehicles and the payments on the Specified 2017-1 Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, and any other Trust Certificateholders, will be treated as a partner in such partnership. The Transferor and each other Trust Certificateholder agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified Vehicles and the payments on the Specified 20[__]-[__] Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, will be treated as a partner in such partnership. The Transferor agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified Vehicles and the payments on the Specified 2018-1 Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, and any other Trust Certificateholders, will be treated as a partner in such partnership. The Transferor and each other Trust Certificateholder agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified Vehicles and the payments on the Specified 2016-1 Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, and any other Trust Certificateholders, will be treated as a partner in such partnership. The Transferor and each other Trust Certificateholder agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified Vehicles and the payments on the Specified 2016-2 Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, and any other Trust Certificateholders, will be treated as a partner in such partnership. The Transferor and each other Trust Certificateholder agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified Vehicles and the payments on the Specified 2019-1 Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, and any other Trust Certificateholders, will be treated as a partner in such partnership. The Transferor and each other Trust Certificateholder agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified Vehicles and the payments on the Specified 2015-2 Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, will be treated as a partner in such partnership. The Transferor agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified Vehicles and the payments on the Specified 2013-1 Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, will be treated as a partner in such partnership. The Transferor agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified Vehicles and the payments on the Specified 2015-1 Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, will be treated as a partner in such partnership. The Transferor agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified Vehicles and the payments on the Specified 2014-1 Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, will be treated as a partner in such partnership. The Transferor agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified Vehicles and the payments on the Specified 2017-2 Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, and any other Trust Certificateholders, will be treated as a partner in such partnership. The Transferor and each other Trust Certificateholder agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified Vehicles and the payments on the Specified 2012-1 Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, will be treated as a partner in such partnership. The Transferor agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness of the Transferor secured by the Specified Vehicles and the payments on the Specified Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, will be treated as a partner in such partnership. The Transferor agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer Trust not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the TransferorDepositor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified Vehicles and the payments on the Specified Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer Trust and the Issuer Trust shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer Trust shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer Trust in a manner consistent with the characterization that the Issuer Trust is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer Trust for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer Trust is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer Trust qualify as a partnership for such purposes and the TransferorDepositor, as the holder of the Trust Certificate, will be treated as a partner in such partnership. The Transferor Depositor agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer Trust for all tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer Trust not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the TransferorDepositor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified 20[__]-[__] Leased Vehicles and the payments on the Specified Leases 20[__]-[__] Contracts for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer Trust and the Issuer Trust shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer Trust shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer Trust in a manner consistent with the characterization that the Issuer Trust is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer Trust for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer Trust is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer Trust qualify as a partnership for such purposes and the TransferorDepositor, as the holder of the Trust Certificate, will be treated as a partner in such partnership. The Transferor Depositor agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer Trust for all tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified Vehicles and the payments on the Specified 20[__]-[__] Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall for federal income tax purposes be disregarded as an entity separate from the beneficial owner of the Trust Certificate for so long as there is only one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, and any other Trust Certificateholders, will be treated as a partner in such partnership. The Transferor and each other Trust Certificateholder agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness of the Transferor secured by the Specified Vehicles and the payments on the Specified Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall be characterized as a separate entity for federal income tax purposes be disregarded as an entity separate from purposes, and it is the beneficial owner intention of the parties that the Issuer qualify as a partnership, with the assets of the partnership being the Owner Trust Certificate for so long as there is only one such beneficial ownerEstate and the partners of the partnership being the Trust Certificateholders and the Notes being debt of the partnership. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, will be treated as a partner in such partnership. The Transferor agrees to take no action inconsistent with the tax characterization of the Trust Certificate as a direct ownership interest in the assets of the Issuer for all tax purposes.