Common use of Tax and Accounting Characterization Clause in Contracts

Tax and Accounting Characterization. (a) It is the intent of the parties hereto that, for purposes of U.S. federal income tax, state and local income tax, any state single business tax and any other income taxes, the Issuing Entity will be treated as a division or branch of the Person holding the beneficial ownership interests in the Issuing Entity for any period during which the beneficial ownership interests in the Issuing Entity are held by one person for U.S. federal income tax purposes, and will be treated as a partnership, and the Trust Certificateholders will be treated as partners in that partnership, for any period during which the beneficial ownership interests in the Issuing Entity are held by more than one person for U.S. federal income tax purposes, other than for Tennessee tax purposes, in which case the Issuing Entity will be treated as a corporation notwithstanding whether the beneficial ownership interests in the Issuing Entity are held by one person or more than one person. For any such period during which the beneficial ownership interests in the Issuing Entity are held by more than one person for U.S. federal income tax purposes, each Trust Certificateholder, by acceptance of a Trust Certificate or any beneficial interest on a Trust Certificate, agrees to treat, and to take no action inconsistent with the treatment of, the Trust Certificates as partnership interests in the Issuing Entity for such tax purposes (other than Tennessee tax purposes). The Depositor and each Trust Certificateholder, by acceptance of a Trust Certificate, agree to take no action inconsistent with the foregoing intention, except as may otherwise be required by applicable law. (b) It is the intent of each Trust Certificateholder to treat the Trust Certificates as equity interests in the Issuing Entity for financial accounting purposes.