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. 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. 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.
Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Noteholders and Trust Certificateholders that the Notes be treated as indebtedness secured by the Specified Vehicles and the payments on the Specified Leases for federal income tax and state income and franchise tax purposes. The Trust Certificates shall be characterized as equity in the Issuer and the Issuer shall for federal income tax purposes 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. 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 characterization that the Issuer is not a separate entity for tax purposes.
(b) It is the intent of the parties hereto that the Trust Certificate be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Trust Certificate, will be treated as a partner in such partnership. The Transferor agrees 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 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 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 parties hereto that, for purposes of 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, 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 any such period during which the beneficial ownership interests in the Issuing Entity are held by more than one person, 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. The Depositor and each Trust Certificateholder, by acceptance of a Trust Certificate, agree to take no action inconsistent with the foregoing intention.
(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.
Tax and Accounting Characterization. (a) It is the intent of the parties hereto that the Trust not constitute a separate entity for federal income tax and state income and franchise tax purposes. It is the intent of the Transferor and the Trust Certificateholders that the Notes be treated as indebtedness secured by the 2003-A Vehicles and the payments on the 2003-A Leases for federal income tax and state income and franchise tax purposes. If, however, the Trust 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 Trust shall not file or cause to be filed annual returns, reports or other forms and will treat the Trust in a manner consistent with the characterization that the Trust is not a separate entity for tax purposes. The Transferor 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 Transferor to treat the Trust Certificates as equity interests in the Trust 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 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 Issuer not constitute a separate entity for federal income tax or state income or franchise tax purposes. It is the intent of the Transferor, the Senior Noteholders and Trust Certificateholders that the Senior Notes and the Trust Certificates be treated as indebtedness of the Transferor secured by the Specified Vehicles and the payments on the Specified Leases for federal income tax and state income and franchise tax purposes. If, however, the Trust Certificates are characterized as equity in the Issuer and the Issuer is 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 and the partners of the partnership being the Trust Certificateholders (including the Transferor as owner of the Subordinated Notes and the Transferor Trust Certificate) and the Notes being debt of the partnership. 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 characterization that the Issuer is not a separate entity for tax purposes. The Transferor and the Trust Certificateholders, by acceptance of a Trust Certificate, agree to take no action inconsistent with the tax treatment of the Trust Certificates as indebtedness.
(b) It is the intent of the Transferor that the Subordinated Notes be treated as a direct ownership interest in the assets of the Issuer for purposes of federal income tax and state income and franchise tax purposes. If, however, the Issuer is characterized as a separate entity for federal income tax purposes, it is the intention of the parties that the Issuer qualify as a partnership for such purposes and the Transferor, as the holder of the Subordinated Notes, will be treated as a partner in such partnership. The Transferor, as Subordinated Noteholder, agrees to take no action inconsistent with tax treatment of the Subordinated Notes as a direct ownership interest in the assets of the Issuer for all tax purposes.
(c) It is the intent of the Transferor to treat the Trust Certificates as equity interests in the Issuer 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 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 2008-A Vehicles and the payments on the 2008-A 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, 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.
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 2022-1 Vehicles and the payments on the 2022-1
