Common use of Audit Procedure Clause in Contracts

Audit Procedure. (a) In the event that the Issuer is classified as a partnership for U.S. federal income tax purposes, the Depositor (or a U.S. affiliate of the Depositor if the Depositor is ineligible) is hereby designated as the partnership representative under Section 6223(a) of the Code, and any corresponding provision of state law (and as the tax matters partner for any applicable state tax purposes), to the extent allowed under the law (including working with the Depositor to designate any designated individual required under the law). The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Owner Trustee on behalf of the Issuer to), to the extent eligible, make the election under Section 6221(b) of the Code, and any corresponding provision of state law, with respect to determinations of adjustments at the partnership level and take any other action such as disclosures and notifications necessary to effectuate such election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Owner Trustee on behalf of the Issuer to) make the election under Section 6226(a) of the Code, and any corresponding provision of state law, with respect to the alternative to payment of imputed underpayment by partnership and take any other action such as filings, disclosures and notifications necessary to effectuate such election. Notwithstanding the foregoing, the Issuer and Depositor are each authorized, each in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code, and any corresponding provisions of state law, and take any action it deems necessary or appropriate to comply with the requirements of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code, and any corresponding provisions of state law. Each Certificateholder and, if different, each Certificate Owner shall promptly provide the Issuer, Depositor and Owner Trustee any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (c) and otherwise comply with Sections 6221 through 6241 of the Code and any corresponding provisions of state law. Each Certificate Owner shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a Certificate Owner not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code, and any corresponding provision of state law, and (ii) it may suffer attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code, and any corresponding provisions of state law, or otherwise suffered due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code, and any corresponding provisions of state law.

Audit Procedure. (a) In the event that the Issuer is classified as a partnership for U.S. federal income tax purposes, the Depositor (or a U.S. affiliate of the Depositor if the Depositor is ineligible) is hereby designated as the partnership representative under Section 6223(a) of the Code, and any corresponding provision of state law (and as the tax matters partner for any applicable state tax purposes), to the extent allowed under the law (including working with the Depositor to designate any designated individual required under the law). The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Owner Trustee on behalf of the Issuer to), to the extent eligible, make the election under Section 6221(b) of the Code, and any corresponding provision of state law, with respect to determinations of adjustments at the partnership level and take any other action such as disclosures and notifications necessary to effectuate such election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Owner Trustee on behalf of the Issuer to) make the election under Section 6226(a) of the Code, and any corresponding provision of state law, with respect to the alternative to payment of imputed underpayment by partnership and take any other action such as filings, disclosures and notifications necessary to effectuate such election. Notwithstanding the foregoing, the Issuer and Depositor are each authorized, each in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code, and any corresponding provisions of state law, and take any action it deems necessary or appropriate to comply with the requirements of the Code and conduct the Issuer’s 's affairs under Sections 6221 through 6241 of the Code, and any corresponding provisions of state law. Each Certificateholder and, if different, each Certificate Owner shall promptly provide the Issuer, Depositor and Owner Trustee any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (c) and otherwise comply with Sections 6221 through 6241 of the Code and any corresponding provisions of state law. Each Certificate Owner shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a Certificate Owner not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code, and any corresponding provision of state law, and (ii) it may suffer attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code, and any corresponding provisions of state law, or otherwise suffered due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code, and any corresponding provisions of state law.

Audit Procedure. (a) In the event that the Issuer is classified as a partnership for U.S. federal income tax purposes, the Depositor (or a U.S. affiliate of the Depositor if the Depositor is ineligible) is hereby designated as the partnership representative under Section 6223(a) of the Code, and any corresponding provision of state law (and as the tax matters partner for any applicable state tax purposes), Amended Partnership Audit Rules to the extent allowed under the law (including working with the Depositor to designate any designated individual required under the law). The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Owner Trustee on behalf of the Issuer to), to the extent eligible, make the election under Section 6221(b) of the Code, and any corresponding provision of state law, Amended Partnership Audit Rules with respect to determinations of adjustments at the partnership level and take any other action such as disclosures and notifications necessary to effectuate such election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Owner Trustee on behalf of the Issuer to) make the election under Section 6226(a) of the Code, and any corresponding provision of state law, Amended Partnership Audit Rules with respect to the alternative to payment of imputed underpayment by partnership and take any other action such as filings, disclosures and notifications necessary to effectuate such election. Notwithstanding the foregoing, the Issuer and Depositor are each authorized, each in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code, and any corresponding provisions of state law, Amended Partnership Audit Rules and take any action it deems necessary or appropriate to comply with the requirements of the Code and conduct the Issuer’s 's affairs under Sections 6221 through 6241 of the Code, and any corresponding provisions of state lawAmended Partnership Audit Rules. Each Certificateholder and, if different, each Certificate Owner shall promptly provide the Issuer, Depositor and Owner Trustee any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (c) and otherwise comply with Sections 6221 through 6241 of the Code and any corresponding provisions of state lawAmended Partnership Audit Rules. Each Certificate Owner shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a Certificate Owner not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code, and any corresponding provision of state law, Amended Partnership Audit Rules and (ii) it may suffer attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code, and any corresponding provisions of state law, Amended Partnership Audit Rules or otherwise suffered due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code, and any corresponding provisions of state lawAmended Partnership Audit Rules.

Audit Procedure. (a) In the event that the Issuer is classified as a partnership for U.S. federal income tax purposes, the Depositor (or a U.S. affiliate of the Depositor if the Depositor is ineligible) is hereby designated as the partnership representative under Section 6223(a) of the Code, and any corresponding provision of state law Code (and as the tax matters partner for any applicable state or local tax purposes), ) to the extent allowed under the law (including working with the Depositor to designate any designated individual required under the law). The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Owner Trustee on behalf of the Issuer to), to the extent eligible, make the election under Section 6221(b) of the Code, and any corresponding provision of state law, Code with respect to determinations of adjustments at the partnership level and take any other action such as disclosures and notifications necessary to effectuate such election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Owner Trustee on behalf of the Issuer to) make the election under Section 6226(a) of the Code, and any corresponding provision of state law, Code with respect to the alternative to payment of imputed underpayment by partnership and take any other action such as filings, disclosures and notifications necessary to effectuate such election. Notwithstanding the foregoing, the Issuer and Depositor are each authorized, each in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code, and any corresponding provisions of state law, Code and take any action it deems necessary or appropriate to comply with the requirements of the Code and conduct the Issuer’s 's affairs under Sections 6221 through 6241 of the Code, and any corresponding provisions of state law. Each Certificateholder and, if different, each Certificate Owner shall promptly provide the Issuer, Depositor and Owner Trustee any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause paragraph (ca) and otherwise comply with Sections 6221 through 6241 of the Code and any corresponding provisions of state lawCode. Each Certificate Owner shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a Certificate Owner not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code, and any corresponding provision of state law, Code and (ii) it may suffer attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code, and any corresponding provisions of state law, Code or otherwise suffered due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code, and any corresponding provisions of state law.