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 Issuing Entity not constitute a separate entity for federal income tax and state income and franchise tax purposes. It is the intent of the Depositor and the Trust Certificateholders that the Notes be treated as indebtedness secured by the 200[ ]-[ ] Vehicles and the payments on the 200[ ]-[ ] Leases for federal income tax and state income and franchise tax purposes. If, however, the Issuing Entity is re-characterized as a separate entity for federal income tax purposes, it is the intention of the parties that it qualify as a partnership, with the assets of the partnership being the Owner Trust Estate. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuing Entity shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuing Entity in a manner consistent with the characterization that the Issuing Entity is not a separate entity 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 Depositor to treat the Trust Certificates as equity interests in the Issuing Entity for financial accounting purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuing Entity not constitute a separate entity for federal income tax and income, state income and or franchise tax purposes. It is the intent of the Depositor and the Trust Certificateholders that the Notes be treated as indebtedness secured by the 200[ ]2009-[ ] B Vehicles and the payments on the 200[ ]2009-[ ] B Leases and the other assets comprising the Owner Trust Estate for federal income tax and income, state income and franchise tax purposes. If, however, the Issuing Entity is re-characterized as a separate entity for federal income tax purposes, it is the intention of the parties that it qualify as a partnership, with the assets of the partnership being the Owner Trust Estate. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuing Entity shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuing Entity in a manner consistent with the characterization that the 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 Depositor to treat the Trust Certificates as equity interests in the Issuing Entity for financial accounting purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuing Entity not constitute a separate entity for federal income tax and income, state income and or franchise tax purposes. It is the intent of the Depositor and the Trust Certificateholders that the Notes be treated as indebtedness secured by the 200[ ]2009-[ ] A Vehicles and the payments on the 200[ ]2009-[ ] A Leases and the other assets comprising the Owner Trust Estate for federal income tax and income, state income and franchise tax purposes. If, however, the Issuing Entity is re-characterized as a separate entity for federal income tax purposes, it is the intention of the parties that it qualify as a partnership, with the assets of the partnership being the Owner Trust Estate. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuing Entity shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuing Entity in a manner consistent with the characterization that the 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 Depositor to treat the Trust Certificates as equity interests in the Issuing Entity for financial accounting purposes.

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuing Entity not constitute a separate entity for federal income tax and income, state income and or franchise tax purposes. It is the intent of the Depositor and the Trust Certificateholders that the Notes be treated as indebtedness secured by the 200[ ]2010-[ ] A Vehicles and the payments on the 200[ ]2010-[ ] A Leases and the other assets comprising the Owner Trust Estate for federal income tax and income, state income and franchise tax purposes. If, however, the Issuing Entity is re-characterized as a separate entity for federal income tax purposes, it is the intention of the parties that it qualify as a partnership, with the assets of the partnership being the Owner Trust Estate. The parties agree that, unless otherwise required by appropriate tax authorities, the Issuing Entity shall not file or cause to be filed annual returns, reports or other forms and will treat the Issuing Entity in a manner consistent with the characterization that the 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 Depositor to treat the Trust Certificates as equity interests in the Issuing Entity for financial accounting purposes.