Tax Reporting and Characterization. It is the Member's express intention that the Company not constitute a separate entity for purposes of federal income tax or state or local income, franchise or other taxes.
Tax Reporting and Characterization. (a) The Initial Beneficiary and the Holders of each Series each agrees that for U.S. federal, state and local income and franchise tax purposes it will (i) treat its interest in the related Specified Interest as a direct ownership interest in the related Specified Assets and (ii) not treat the Titling Trust, this Agreement or the arrangement among the Initial Beneficiary and the Holders of any Series as creating a co-ownership of any assets or as creating a separate entity (such as a partnership). Each party agrees that it will not take any action (including filing any tax return) that is inconsistent with this Section 2.9(a) unless required to do so by the relevant tax authority.
(b) None of the Holders, the Registered Pledgees, the Titling Trust Noteholders or the parties to this Agreement will elect or permit an election to be made to treat the Titling Trust or any Specified Interest as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Treas. Reg. § 301.7701-3.
Tax Reporting and Characterization. It is the Mem-ber's express intention that for purposes of federal, state and local income tax laws the Company be treated as an entity disregarded as separate from the Member (a "DRE") so long as there is only one Member for U.S. federal income tax purposes and for any period when there are two or more Members to be treated as a partnership, and the Tax Matters Partner is expressly authorized to make any election it deems necessary or appropriate to effect or maintain such treatment.
Tax Reporting and Characterization. Consistent with the treatment of the Titling Trust for tax purposes as a mere nominee holder of legal title of the Titling Trust Assets with respect to each Sub-Trust, unless otherwise required by appropriate taxing authorities, the Titling Trust will not file or cause to be filed any annual or other tax returns with respect to the Titling Trust. Consistent with the treatment of the UTI Sub-Trust as a mere agent of the UTI Beneficiary for tax purposes, unless otherwise required by appropriate taxing authorities, the UTI Beneficiary will not file or cause to be filed any annual or other tax returns with respect to the UTI Sub-Trust. In the event that the Titling Trust or the UTI Sub-Trust or the Titling Trustee on behalf of the Titling Trust or the UTI Sub-Trust is required to file any tax returns, the Servicer will prepare or cause to be prepared the returns for the Titling Trust, the Titling Trustee or the UTI Sub-Trust and will deliver such returns to the Titling Trustee for signature, unless applicable law requires one or more Beneficiaries to sign such returns, in which case the Servicer will deliver such returns to such Beneficiary or Beneficiaries. The Titling Trust shall not elect to be treated as an association under Section 301.7701-3(a) of the regulations of the United States Department of the Treasury for federal income tax purposes.
Tax Reporting and Characterization. The Member agrees that for U.S. federal, State and local income and franchise tax purposes it will (i) treat its interest in the Company as a direct ownership interest in the Member Property and all other assets of the Company and the Securitization Entities (including, in each case, all amounts received with respect thereto and all proceeds and recoveries thereof), (ii) treat any Securities outstanding (the gross proceeds of such Securities less the principal payments on such Securities) as its indebtedness, (iii) treat each Securitization Entity as a security device and (iv) not treat the Company or this Agreement as creating a co-ownership of any assets or as creating a separate entity (such as a partnership). The Member will not take any action that is inconsistent with this Section.
Tax Reporting and Characterization. (a) Consistent with the treatment of the Trust and each Sub-Trust for tax purposes as a mere nominee holder of legal title, unless otherwise required by appropriate taxing authorities, neither the Trust nor any Sub-Trust shall file or cause to be filed any annual or other tax returns. In the event the Trust, any Sub-Trust or the Trustee on behalf of the Trust is required to file any tax returns, the Administrative Agent shall prepare or cause to be prepared such returns and shall deliver such returns to the Trustee for signature, unless applicable law requires one or more Beneficiaries to sign such returns, in which case the Administrative Agent shall deliver such returns to such Beneficiaries for signature.
(b) The parties hereto (i) intend that neither the Trust nor any Sub-Trust shall constitute a separate entity for federal income or state income or franchise tax purposes and that each Beneficiary shall be treated for such tax purposes as if it owned the Related Trust Assets directly, rather than through the Trust, and (ii) agree to treat the Trust, each Sub-Trust and the Related Trust Assets accordingly for federal income and state income and franchise tax purposes. However, in the event the Trust or any Sub-Trust is characterized as a separate entity for federal income or state income or franchise tax purposes, the parties hereto intend that the Trust or such Sub-Trust, as the case may be, shall qualify for such tax purposes as a partnership that has elected out of partnership status under Section 761 of the Code (and analogous state law tax provisions).
Tax Reporting and Characterization. (a) To the fullest extent permitted by law, the Member and the Holder of each Series agree that solely for U.S. federal, state and local income and franchise tax purposes it will either treat its interest in the related Series Interest as a direct ownership interest in the related Series Assets or treat the applicable Series as a separate entity under the principles of Treas. Reg. § 301.7701-3 and Treas. Reg. § 301.7701-4 (that is also a separate from any other Series). Under the latter treatment, if an applicable Series has more than one owner for U.S. federal income tax purposes, the Series shall be intended to qualify as a partnership for such tax purposes that has elected out of partnership status under section 761 of the Code (and analogous state tax law).
(b) None of the Holders, the Registered Pledgees or the other parties to or bound by this Agreement will elect or permit an election to be made to treat the Company or any Series as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Treas. Reg. § 301.7701-3. Each party agrees that it will not take any action (including filing any tax return) that is inconsistent with this Section 2.6 unless required to do so by the relevant tax authority.
Tax Reporting and Characterization. It is the Members' express intention that the Company be treated as a partnership for purposes of federal, state and local income tax laws, and the Tax Matters Partner is expressly authorized to make any election it deems necessary or appropriate to effect or maintain such treatment.
Tax Reporting and Characterization. (a) The Member and the Holders of each Series agree that for U.S. federal, state and local income and franchise tax purposes it will (i) treat its interest in the related Specified Interest as a direct ownership interest in the related Specified Assets and (ii) not treat the Company, this Agreement or the arrangement among the Member and the Holders of any Series as creating a co-ownership of any assets or as creating a separate entity (such as a partnership). Each party agrees that it will not take any action (including filing any tax return) that is inconsistent with this Section 2.7(a) unless required to do so by the relevant tax authority.
(b) None of Holders, the Registered Pledgees, the Titling Company Noteholders or the parties to this Agreement will elect or permit an election to be made to treat the Company or any Specified Interest as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Treas. Reg. § 301.7701-3.
Tax Reporting and Characterization. (a) Consistent with the treatment of FCTT as a title holder for tax purposes, unless otherwise required by appropriate tax authorities, FCTT will not file or cause to be filed any annual or other tax returns.
(b) It is the intention of the parties hereto that FCTT not constitute a separate entity for federal income tax or state income or franchise taxes. If, however, FCTT is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that it qualify as a partnership for such purposes.
