Common use of Elections Clause in Contracts

Elections. The Owner Trustee will not elect or cause the Issuer to elect, and no holder of the Residual Interest will elect or permit an election to be made, to treat the Issuer as an association taxable as a corporation for U.S. federal income tax purposes under Treasury Regulation §301.7701-3. If the Issuer is classified as a partnership for U.S. federal income tax purposes, the Majority Equity Holder will or will cause the Issuer, to the extent eligible, to make the election under Section 6221(b) of the Code for determinations of adjustments at the partnership level and take any other action necessary or appropriate for the election. If this election is not available, to the extent applicable, the Majority Equity Holder will or will cause the Issuer to make the election under Section 6226(a) of the Code for the alternative to payment of imputed underpayment by a partnership and take any other action necessary or appropriate for the election. However, the Majority Equity Holder is authorized, in its sole discretion, to make any available election under Sections 6221 through 6241 of the Code, including any other Code provisions for the same subject matter, and any related regulations (adopted or proposed) and administrative guidance (the "BBA Partnership Audit Rules") and take any action it deems necessary or appropriate to comply with the requirements of the Code and to conduct the Issuer's activities under the BBA Partnership Audit Rules. Each holder and, if different, each beneficial owner of a Residual Interest or Recharacterized Class, shall promptly provide the Issuer, Depositor and Administrator any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (d) and otherwise comply with the BBA Partnership Audit Rules. For purposes of this Section 2.11, the "Majority Equity Holder" means the Depositor or, if it is no longer treated as holding an equity interest in the Issuer for U.S. federal income tax purposes, the holder of the greatest percentage of the equity interests in the Issuer. The provisions of this Section 2.11(d) shall survive any termination of this Agreement.

Elections. The Owner Trustee will not elect or cause the Issuer to elect, and no holder of the Residual Interest will elect or permit an election to be made, to treat the Issuer as an association taxable as a corporation for U.S. federal income tax purposes under Treasury Regulation §301.7701-3. If the Issuer is classified as a partnership for U.S. federal income tax purposes, the Majority Equity Holder will or will cause the Issuer, to the extent eligible, to make the election under Section 6221(b) of the Code for determinations of adjustments at the partnership level and take any other action necessary or appropriate for the election. If this election is not available, to the extent applicable, the Majority Equity Holder will or will cause the Issuer to make the election under Section 6226(a) of the Code for the alternative to payment of imputed underpayment by a partnership and take any other action necessary or appropriate for the election. However, the Majority Equity Holder is authorized, in its sole discretion, to make any available election under Sections 6221 through 6241 of the Code, including any other Code provisions for the same subject matter, and any related regulations (adopted or proposed) and administrative guidance (the "“BBA Partnership Audit Rules"”) and take any action it deems necessary or appropriate to comply with the requirements of the Code and to conduct the Issuer's ’s activities under the BBA Partnership Audit Rules. Each holder and, if different, each beneficial owner of a Residual Interest or Recharacterized Class, shall promptly provide the Issuer, Depositor and Administrator any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (d) and otherwise comply with the BBA Partnership Audit Rules. For purposes of this Section 2.11, the "“Majority Equity Holder" ” means the Depositor or, if it is no longer treated as holding an equity interest in the Issuer for U.S. federal income tax purposes, the holder of the greatest percentage of the equity interests in the Issuer. The provisions of this Section 2.11(d) shall survive any termination of this Agreement.

Elections. The Owner Trustee will not elect Shareholders and LVCI shall cooperate fully with each other and make available to each other such Tax data and other information as may be reasonably required by such Shareholders or cause LVCI in order to timely file the Issuer Section 338(h)(10) Elections and any other required statements or schedules. The Shareholders shall (x) promptly execute and deliver to elect, and no holder the LVCI any amendments subsequent to the filing of the Residual Interest will elect or permit an election Section 338(h)(10) Elections to Form 8023 (and any comparable state and local forms) and attachments which are required to be madefiled under applicable law and are reasonably requested by LVCI, (y) take such additional steps as reasonably requested by LVCI to treat comply with all of the Issuer as an association taxable as a corporation for U.S. federal income tax purposes under Treasury Regulation §301.7701-3. If the Issuer is classified as a partnership for U.S. federal income tax purposes, the Majority Equity Holder will or will cause the Issuer, to the extent eligible, to make the election under requirements of Section 6221(b338(h)(10) of the Code and the Treasury Regulations thereunder, and (z) take no action which is inconsistent with the requirements for determinations of adjustments at filing the partnership level Section 338(h)(10) Election under the Code and take any other action necessary or appropriate for the election. If this election is not availableapplicable Treasury Regulations. (ii) In addition, as soon as practicable after the Closing Date, but in no event later than the date ninety (90) days prior to the extent applicable, the Majority Equity Holder will or will cause the Issuer to make the election under Section 6226(a) due date of the Code for Form 8023, LVCI shall provide to Shareholders a proposed statement (the alternative to payment of imputed underpayment by a partnership and take any other action necessary or appropriate for "Allocation Statement") allocating the election. However, the Majority Equity Holder is authorized, in its sole discretion, to make any available election under Sections 6221 through 6241 total of the Code, including any other Code provisions for the same subject matterPurchase Price, and any related regulations (adopted or proposed) and administrative guidance (the "BBA Partnership Audit Rules") and take any action it deems necessary or appropriate other payments pursuant to comply with the requirements of the Code and to conduct the Issuer's activities under the BBA Partnership Audit Rules. Each holder and, if different, each beneficial owner of a Residual Interest or Recharacterized Class, shall promptly provide the Issuer, Depositor and Administrator any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (d) and otherwise comply with the BBA Partnership Audit Rules. For purposes of this Section 2.11, the "Majority Equity Holder" means the Depositor or, if it is no longer Agreement that are properly treated as holding an equity interest in the Issuer additional Purchase Price for U.S. federal income tax purposes, among the holder different assets of the greatest percentage Company. Shareholders shall not unreasonably withhold their consent to such allocation. Shareholders and LVCI shall attempt, in good faith, to resolve any disagreement as to the allocation of the equity interests in Purchase Price. If Shareholders and LVCI are unable to reach an agreement, Shareholders and LVCI shall mutually agree to the Issuerappointment of a nationally recognized accounting firm to resolve any disagreement, whose determination shall be final and binding on the parties. If the Shareholders and LVCI are 39 45 unable to agree on the appointment of a nationally recognized accounting firm, Shareholders and LVCI each shall designate such a firm, and such designated firms shall select a third firm to resolve the disagreement. The provisions fees of this Section 2.11(dsuch accounting firm shall be borne fifty percent (50%) by the Shareholders and fifty percent (50%) by LVCI. 9.5 RELEASE OF PERSONAL GUARANTIES. LVCI shall survive take such action as it deems commercially reasonable to effect the release of any termination personal guaranties by the Shareholders under the Contracts after the Closing Date. Each such guarantee is identified on Schedule 9.5. In the event LVCI is not able to effect the release of this Agreementany personal guaranty on terms that it deems commercially reasonable, LVCI agrees to indemnify and hold harmless any Shareholder from any claims arising from such personal guarantee pursuant to Article 10 hereof.

Elections. The Owner Trustee will not elect or cause the Issuer to elect, and no holder of the Residual Interest will elect or permit an election to be made, to treat the Issuer as an association taxable as a corporation for U.S. federal income tax purposes under Treasury Regulation §301.7701-3. If the Issuer is classified as a partnership for U.S. federal income tax purposes, the Majority Equity Holder will or will cause the Issuer, to the extent eligible, to make the election under Section 6221(b) of the Code for determinations of adjustments at the partnership level and take any other action necessary or appropriate for the election. If this election is not available, to the extent applicable, the Majority Equity Holder will or will cause the Issuer to make the election under Section 6226(a) of the Code for the alternative to payment of imputed underpayment by a partnership and take any other action necessary or appropriate for the election. However, the Majority Equity Holder is authorized, in its sole discretion, to make any available election under Sections 6221 through 6241 of the Code, including any other Code provisions for the same subject matter, and any related regulations (adopted or proposed) and administrative guidance (the "“BBA Partnership Audit Rules") and Rules”)and take any action it deems necessary or appropriate to comply with the requirements of the Code and to conduct the Issuer's ’s activities under the BBA Partnership Audit Rules. Each holder and, if different, each beneficial owner of a Residual Interest or Recharacterized Class, shall promptly provide the Issuer, Depositor and Administrator any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (d) and otherwise comply with the BBA Partnership Audit Rules. For purposes of this Section 2.11, the "“Majority Equity Holder" ” means the Depositor or, if it is no longer treated as holding an equity interest in the Issuer for U.S. federal income tax purposes, the holder of the greatest percentage of the equity interests in the Issuer. The provisions of this Section 2.11(d) shall survive any termination of this Agreement.