Common use of Acknowledgement of Parties Clause in Contracts

Acknowledgement of Parties. The parties hereto acknowledge and agree that, for federal, state and local income and franchise tax, and financial accounting purposes, (a) the Notes (excluding any Retained Notes, as defined below) will constitute indebtedness and not an ownership interest in the Issuer and (b) the Excess Distribution Certificateholder will be treated as owning all of the assets, and as assuming (but without assuming personal recourse to such Certificateholder) all of the liabilities (including the Notes), of the Issuer, and the parties hereto shall in all events take positions consistent with, and in no event take a position inconsistent with, the positions described in clauses (a) and (b) in the preparation of any returns and reports, and with respect to any audit or controversy, as to which either of the positions described in clauses (a) or (b) above would be relevant. For purposes of the foregoing, the term "Retained Notes" means any Notes held by the Depositor or any of its Affiliates immediately after the Closing Date.