Common use of Tax and Accounting Characterization Clause in Contracts

Tax and Accounting Characterization. (a) It is the intent of the Transferor, the Noteholders and Trust Certificateholders that for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income, the Notes will be treated as debt secured by the 2024-1 Vehicles and the payments on the 2024-1 Leases. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer, for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income, shall 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, and shall be treated as a partnership for so long as there is more than one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterizations above. (b) It is the intent of the parties hereto that for so long as there is only one beneficial owner of the Trust Certificate, the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income. The Transferor and each other Trust Certificateholder agree 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 such tax purposes for all such periods. If, however, the Issuer is characterized as a separate entity for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income, it is the intent of the parties that the Issuer be treated 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. At any such time that the Issuer is treated as such a partnership, this Agreement will be amended, in accordance with Section 12.01 herein, and appropriate provisions will be added so as to provide for treatment of the Issuer as a partnership for U.S. federal income tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the Transferor, the Noteholders and Trust Certificateholders that for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income, the Notes will be treated as debt secured by the 20242023-1 2 Vehicles and the payments on the 20242023-1 2 Leases. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer, for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income, shall 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, and shall be treated as a partnership for so long as there is more than one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterizations above. (b) It is the intent of the parties hereto that for so long as there is only one beneficial owner of the Trust Certificate, the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income. The Transferor and each other Trust Certificateholder agree 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 such tax purposes for all such periods. If, however, the Issuer is characterized as a separate entity for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income, it is the intent of the parties that the Issuer be treated 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. At any such time that the Issuer is treated as such a partnership, this Agreement will be amended, in accordance with Section 12.01 herein, and appropriate provisions will be added so as to provide for treatment of the Issuer as a partnership for U.S. federal income tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the Transferor, the Noteholders and Trust Certificateholders that for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income, the Notes will be treated as debt secured by the 20242023-1 Vehicles and the payments on the 20242023-1 Leases. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer, for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income, shall 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, and shall be treated as a partnership for so long as there is more than one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterizations above. (b) It is the intent of the parties hereto that for so long as there is only one beneficial owner of the Trust Certificate, the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income. The Transferor and each other Trust Certificateholder agree 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 such tax purposes for all such periods. If, however, the Issuer is characterized as a separate entity for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income, it is the intent of the parties that the Issuer be treated 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. At any such time that the Issuer is treated as such a partnership, this Agreement will be amended, in accordance with Section 12.01 herein, and appropriate provisions will be added so as to provide for treatment of the Issuer as a partnership for U.S. federal income tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the Transferor, the Noteholders and Trust Certificateholders that for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income, the Notes will be treated as debt secured by the 2024-1 2 Vehicles and the payments on the 2024-1 2 Leases. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer, for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income, shall 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, and shall be treated as a partnership for so long as there is more than one such beneficial owner. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuer shall file or cause to be filed annual returns, reports or other forms and will treat the Issuer in a manner consistent with the characterizations above. (b) It is the intent of the parties hereto that for so long as there is only one beneficial owner of the Trust Certificate, the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income. The Transferor and each other Trust Certificateholder agree 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 such tax purposes for all such periods. If, however, the Issuer is characterized as a separate entity for purposes of U.S. federal, state and applicable local income and franchise tax and any other tax measured in whole or in part by income, it is the intent of the parties that the Issuer be treated 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. At any such time that the Issuer is treated as such a partnership, this Agreement will be amended, in accordance with Section 12.01 herein, and appropriate provisions will be added so as to provide for treatment of the Issuer as a partnership for U.S. federal income tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer will not constitute a separate entity for purposes of U.S. federal and state income tax and any other tax measured in whole or in part by income. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that for purposes of U.S. federal, federal and state and applicable local income and franchise tax and any other tax measured in whole or in part by income, the Notes will be treated as debt secured by the 20242021-1 Vehicles and the payments on the 20242021-1 Leases. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer, for purposes of U.S. federal, federal and state and applicable local income and franchise tax and any other tax measured in whole or in part by income, shall 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, and shall be treated as a partnership for so long as there is more than 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 characterizations abovecharacterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that for so long as there is only one beneficial owner of the Trust Certificate, the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of U.S. federal, federal and state and applicable local income and franchise tax and any other tax measured in whole or in part by income. The Transferor and each other Trust Certificateholder agree 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 such tax purposes for all such periodspurposes. If, however, the Issuer is characterized as a separate entity for purposes of U.S. federal, federal and state and applicable local income and franchise tax and any other tax measured in whole or in part by income, it is the intent of the parties that the Issuer be treated 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. At any such time that the Issuer is treated as such a partnership, this Agreement will be amended, in accordance with Section 12.01 herein, and appropriate provisions will be added so as to provide for treatment of the Issuer as a partnership for U.S. federal income tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer will not constitute a separate entity for purposes of U.S. federal and state income tax and any other tax measured in whole or in part by income. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that for purposes of U.S. federal, federal and state and applicable local income and franchise tax and any other tax measured in whole or in part by income, the Notes will be treated as debt secured by the 20242021-1 2 Vehicles and the payments on the 20242021-1 2 Leases. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer, for purposes of U.S. federal, federal and state and applicable local income and franchise tax and any other tax measured in whole or in part by income, shall 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, and shall be treated as a partnership for so long as there is more than 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 characterizations abovecharacterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that for so long as there is only one beneficial owner of the Trust Certificate, the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of U.S. federal, federal and state and applicable local income and franchise tax and any other tax measured in whole or in part by income. The Transferor and each other Trust Certificateholder agree 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 such tax purposes for all such periodspurposes. If, however, the Issuer is characterized as a separate entity for purposes of U.S. federal, federal and state and applicable local income and franchise tax and any other tax measured in whole or in part by income, it is the intent of the parties that the Issuer be treated 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. At any such time that the Issuer is treated as such a partnership, this Agreement will be amended, in accordance with Section 12.01 herein, and appropriate provisions will be added so as to provide for treatment of the Issuer as a partnership for U.S. federal income tax purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer will not constitute a separate entity for purposes of U.S. federal and state income tax and any other tax measured in whole or in part by income. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that for purposes of U.S. federal, federal and state and applicable local income and franchise tax and any other tax measured in whole or in part by income, the Notes will be treated as debt secured by the 2024-1 20[_]-[_] Vehicles and the payments on the 2024-1 20[_]-[_] Leases. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer, for purposes of U.S. federal, federal and state and applicable local income and franchise tax and any other tax measured in whole or in part by income, shall 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, and shall be treated as a partnership for so long as there is more than 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 characterizations abovecharacterization that the Issuer is not a separate entity for tax purposes. (b) It is the intent of the parties hereto that for so long as there is only one beneficial owner of the Trust Certificate, the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of U.S. federal, federal and state and applicable local income and franchise tax and any other tax measured in whole or in part by income. The Transferor and each other Trust Certificateholder agree 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 such tax purposes for all such periodspurposes. If, however, the Issuer is characterized as a separate entity for purposes of U.S. federal, federal and state and applicable local income and franchise tax and any other tax measured in whole or in part by income, it is the intent of the parties that the Issuer be treated 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. At any such time that the Issuer is treated as such a partnership, this Agreement will be amended, in accordance with Section 12.01 herein, and appropriate provisions will be added so as to provide for treatment of the Issuer as a partnership for U.S. federal income tax purposes.