Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (a) such action will not cause the Notes of any outstanding class of Notes that were characterized as debt at the time of their issuance to be characterized as other than debt, (b) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder.
Each Party shall have received a written opinion of Covington & Burling LLP, in form reasonably satisfactory to such Parties (the "Tax Opinion"), to the effect that the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code.
The parties shall report the Transactions for all Tax purposes in a manner consistent with the Tax Opinion, unless, and then only to the extent, an alternative position is required pursuant to a Final Determination.
Unless otherwise specified in the Pooling and Servicing Agreement, (a) the Pooling REMIC Regular Interests will be "regular interests" for purposes of the REMIC Provisions but will not constitute securities or certificates of interest in the Trust; and (b) the Trustee will be the owner of any such Regular Interests, which may not be transferred to any person other than a successor trustee appointed pursuant to Section 8.08 hereof unless the party desiring the transfer obtains a Special Tax Opinion.
Starwood shall promptly inform ILG if at any time at or prior to the Closing the Distribution Tax Opinion is rendered and delivered to Starwood.
Starwood and Vistana shall use commercially reasonable efforts to cause the delivery of the Distribution Tax Opinion and the Merger Tax Opinions.