Common use of Tax Reporting and Characterization Clause in Contracts

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) 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 Servicer 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 Servicer 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, 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 as a partnership 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) 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 will file or cause to be filed any annual or other tax returns. In the event that the Trust, any Sub-Trust or the Trustee on behalf of the Trust is required to file any tax returns, the Administrative Agent shall Servicer will prepare or cause to be prepared such returns and shall will 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 Servicer will deliver such returns to such the related 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 tax purposes or for 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, Trust and (ii) agree to treat the Trust, each Sub-Trust and the Related Trust Assets accordingly for federal income and or state income and or franchise tax purposes. However, in the event that the Trust or any Sub-Trust is characterized as a separate entity for federal income tax purposes or for state income or franchise tax purposes, the parties hereto intend that the Trust or such Sub-Trust, as the case may be, Trust shall qualify as a partnership for such tax purposes as a partnership that has elected out of partnership status under Section 761 of the Internal Revenue Code (and analogous state law tax provisions).