Common use of Signature on Returns; Partnership Representative Clause in Contracts

Signature on Returns; Partnership Representative. (a) The Owner Trustee shall sign, on behalf of the Trust, the tax returns of the Trust. (b) If the Trust entity were classified as a partnership for federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be designated the “partnership representative” of the Trust 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 permitted under law. The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Administrator 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 (including working with the Depositor to designate any designated individual required under the law). 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 Administrator 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, Depositor and Administrator are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificateholder and, if different, each beneficial owner of a Certificate, 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 (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code or otherwise due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee shall sign, sign on behalf of the Trust, Trust the tax returns of the TrustTrust provided to it in execution form, if any, unless applicable law requires a Certificateholder or another Person to sign such documents. (b) If at any time the Trust is not treated as an entity were classified disregarded as a partnership separate from the Certificateholder for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State law (state law, and as the tax matters partner for any applicable State state or local tax purposes) to the extent permitted allowed under the law, and the Trust shall take any action necessary to effect such designation (including working with the Depositor to designate any designated individual required under the law). The Issuer Trust shall (or the Depositor shall cause the Issuer Trust to, or the Depositor shall instruct the Administrator on behalf of the Issuer Trust to), to the extent eligible, make the election under Section 6221(b) of the Code (and any corresponding provision of State 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer Trust shall (or the Depositor shall cause the Issuer Trust to, or the Depositor shall instruct the Administrator on behalf of the Issuer Trust to) make the election under Section 6226(a) of the Code (and any corresponding provision of State 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, each of the IssuerTrust, Depositor and Administrator are each is authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and or any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s Trust's affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificateholder and, if different, each beneficial owner of a Certificate, Trust Certificate shall promptly provide the IssuerTrust, Depositor and Administrator any requested information, documentation or material to enable the Issuer Trust to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner and, if different, each beneficial owner of a Certificate Trust Certificate, shall hold the Issuer Trust and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Trust Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or (ii) suffered it may suffer that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions it takes the Trust and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State state law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee shall sign, Administrator on behalf of the Trust, Issuer shall sign on behalf of the Issuer the tax returns of the TrustIssuer, unless applicable law requires a Certificateholder to sign such documents, in which case such documents shall be signed by the Administrator, pursuant to the power-of-attorney granted thereto pursuant to Section 2.04. (b) If In the Trust entity were event that the Issuer is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State state law) to the extent allowed under the law (and as the tax matters partner for any applicable State tax state law purposes) ), and the Issuer shall take any action necessary to effect such designation (including working with the extent permitted 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 Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)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 Administrator Owner Trustee on behalf of the Issuer to) make the election under Section 6226(a) of the Code (and any corresponding provision of State 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, each of the Issuer, Depositor and Administrator are each Owner Trustee is authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificateholder and, if different, each beneficial owner of a Certificate, Certificate Owner shall promptly provide the Issuer, Depositor and Administrator Owner Trustee any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate Owner not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or (ii) suffered that are attributable to the management or defense of an audit under Sections Section 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise suffered due to actions it the Issuer or any of its affiliates takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State state law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee If the Issuing Entity shall signbe required to file U.S. federal or other income tax returns as a partnership, on behalf of such returns shall be signed by an authorized signatory for the Trust, the tax Depositor or such other Person as shall be required by law to sign such returns of the TrustIssuing Entity. (b) If In the Trust entity were event that the Issuing Entity is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State state law) to the extent allowed under the law (and as the tax matters partner for any applicable State tax state law purposes) ), and the Issuing Entity shall take any action necessary to effect such designation (including working with the extent permitted Depositor to designate any designated individual required under the law). The Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer Issuing Entity to, or the Depositor shall instruct the Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) Issuing Entity to make the election under Section 6226(a) of the Code (and any corresponding provision of State 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 IssuerIssuing Entity, Depositor and Administrator Administrative Agent are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code (and any corresponding provision of state law) and conduct the IssuerIssuing Entity’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Trust Certificateholder and, if different, each beneficial owner of a Certificate, Trust Certificate shall promptly provide the IssuerIssuing Entity, Depositor and Administrator Administrative Agent any requested information, documentation or material to enable the Issuer Issuing Entity to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner Trust Certificateholder and, if different, each beneficial owner of a Certificate Trust Certificate, shall hold the Issuer Issuing Entity and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Trust Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions it takes the Issuing Entity and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or and any corresponding provision of State state law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee Subject to Section 2.6, the Certificateholder shall sign, sign on behalf of the Trust, Issuer the tax returns of the TrustIssuer, unless applicable law requires the Owner Trustee to sign such documents, in which case such documents shall be signed by the Owner Trustee at the written direction of the Certificateholder. (b) If at any time the Trust Issuer is not treated as an entity were classified disregarded as a partnership separate from the Certificateholder for U.S. federal income tax purposes, then the Depositor Transferor (or a U.S. Affiliate of the Depositor Transferor if the Depositor Transferor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State state law) to the extent allowed under the law (and as the tax matters partner for any applicable State tax state law purposes) ), and the Issuer shall take any action necessary to effect such designation (including working with the extent permitted Transferor to designate any designated individual required under the law). The Issuer shall (or the Depositor Transferor shall cause the Issuer to, or the Depositor Transferor shall instruct the Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer shall (or the Depositor Transferor shall cause the Issuer to, or the Depositor Transferor shall instruct the Administrator on behalf of the Issuer to) make the election under Section 6226(a) of the Code (and any corresponding provision of State 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, each of the Issuer, Depositor Transferor and Administrator are each is authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificateholder and, if different, each beneficial owner of a Certificate, Certificate shall promptly provide the Issuer, Depositor Transferor and Administrator any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner Certificateholder and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or and (ii) suffered that are attributable to the management or defense of an audit under the Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions it takes the Issuer and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State state law). The Owner Trustee shall have no responsibility for making any determinations under this Section 5.4(b).

Signature on Returns; Partnership Representative. (a) The Owner Trustee shall sign, on behalf of the Trust, the tax returns of the Trust. (b) If the Trust entity were classified as a partnership for federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be designated the “partnership representative” of the Trust 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 permitted under law. The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Administrator 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 (including working with the Depositor to designate any designated individual required under the law). 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 Administrator 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, Depositor and Administrator are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State law) Amended Partnership Audit Rules and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State law)Amended Partnership Audit Rules. Each Certificateholder and, if different, each beneficial owner of a Certificate, 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 (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State law)Amended Partnership Audit Rules. Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State law) Amended Partnership Audit Rules or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code Amended Partnership Audit Rules or otherwise due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State law)Amended Partnership Audit Rules.

Signature on Returns; Partnership Representative. (a) The Owner Trustee shall sign, on behalf of the Trust, the tax returns of the Trust. (b) If the Trust entity were classified as a partnership for federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be designated the “partnership representative” of the Trust 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 permitted under law. The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Administrator 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 (including working with the Depositor to designate any designated individual required under the law). If the election described in the preceding sentence is not Table of Contents available, to the extent applicable, the Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Administrator 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, Depositor and Administrator are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificateholder and, if different, each beneficial owner of a Certificate, 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 (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code or otherwise due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee shall sign, Administrator on behalf of the Trust, Issuer shall sign on behalf of the Issuer the tax returns of the TrustIssuer, unless applicable law requires a Certificateholder to sign such documents, in which case such documents shall be signed by the Administrator, pursuant to the power-of-attorney granted thereto pursuant to Section 2.04. (b) If In the Trust entity were event that the Issuer is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust 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 permitted allowed under the law, and the Issuer shall take any action necessary to effect such designation (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 Administrator 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 (including working with the Depositor to designate any designated individual required under the law)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 Administrator 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, each of the Issuer, Depositor and Administrator are each Owner Trustee is authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State law) Amended Partnership Audit Rules and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s affairs under Sections 6221 through 6221through 6241 of the Code (and any corresponding provision of State law)Amended Partnership Audit Rules. Each Certificateholder and, if different, each beneficial owner of a Certificate, Certificate Owner shall promptly provide the Issuer, Depositor and Administrator Owner Trustee any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State law)Amended Partnership Audit Rules. Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate Owner not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State law) Amended Partnership Audit Rules or (ii) suffered that are attributable to the management or defense of an audit under Sections Section 6221 through 6241 of the Code Amended Partnership Audit Rules or otherwise suffered due to actions it the Issuer or any of its affiliates takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State law)Amended Partnership Audit Rules.

Signature on Returns; Partnership Representative. (a) The Owner Trustee Administrator shall prepare (or cause to be prepared) and shall sign, on behalf of the TrustIssuer, the Issuer’s tax returns, if any, unless applicable law requires a Certificateholder to sign such documents. In the event that the Issuer is required to be treated as a partnership for United States federal income tax purposes, the Certificateholder that is a United States Tax Person holding the largest Certificate Percentage Interest shall sign the tax returns of the TrustIssuer. In the event that two or more Certificateholders would be described in the preceding sentence then Certificateholder with the alphabetically first name shall be so designated. (b) If In the Trust entity were event that the Issuer is classified as a partnership for federal income tax purposes, then the Depositor Certificateholder that is a United States Tax Person holding the largest Certificate Percentage Interest (or a U.S. if such Certificateholder is ineligible, an Affiliate of such Certificateholder that is a United States Tax Person) is hereby designated as the Depositor if the Depositor is ineligible) shall be designated the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State law (state law), and as the tax matters partner for any applicable State tax state law purposes, unless it designates another person, and the Issuer (or Depositor or Administrator on its behalf) shall take any action necessary to effect such designation (including working with the extent permitted Depositor to designate any designated individual required under the law). The Issuer shall (or the Depositor or the Administrator shall cause the Issuer to, or the Depositor shall instruct the Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer shall (or the Depositor or the Administrator shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) to make the election under Section 6226(a) of the Code (and any corresponding provision of State 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, each of the Issuer, Depositor and Administrator are each is authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and or any corresponding provision of State state law) and take any action it deems necessary or appropriate for the Issuer to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificateholder and, if different, each beneficial owner of a Certificate, 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 (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code or otherwise due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State state law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee shall sign, Administrator on behalf of the Trust, Issuer shall sign on behalf of the Issuer the tax returns of the TrustIssuer, unless applicable law requires a Certificateholder to sign such documents, in which case such documents shall be signed by the Administrator, pursuant to the power-of-attorney granted thereto pursuant to Section 2.04. (b) If In the Trust entity were event that the Issuer is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code and any corresponding provision of State to the extent allowed under the law (and as the tax matters partner for any applicable State tax state law purposes) ), and the Issuer shall take any action necessary to effect such designation (including working with the extent permitted 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 Administrator 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 (including working with the Depositor to designate any designated individual required under the law)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 Administrator 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, each of the Issuer, Depositor and Administrator are each Owner Trustee is authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State law)Code. Each Certificateholder and, if different, each beneficial owner of a Certificate, Certificate Owner shall promptly provide the Issuer, Depositor and Administrator Owner Trustee any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State law)Code. Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate Owner not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State law) or (ii) suffered that are attributable to the management or defense of an audit under Sections Section 6221 through 6241 of the Code or otherwise suffered due to actions it the Issuer or any of its affiliates takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State law)Code.

Signature on Returns; Partnership Representative. (a) The Owner Trustee If the Issuing Entity shall signbe required to file U.S. federal or other income tax returns as a partnership, on behalf of such returns shall be signed by an authorized signatory for the Trust, the tax Depositor or such other Person as shall be required by law to sign such returns of the TrustIssuing Entity. (b) If In the Trust entity were event that the Issuing Entity is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State state law) to the extent allowed under the law (and as the tax matters partner for any applicable State tax state law purposes), and the Issuing Entity shall take 30 (NALT 2023-B Amended and Restated Trust Agreement) any action necessary to effect such designation (including working with the extent permitted Depositor to designate any designated individual required under the law). The Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer Issuing Entity to, or the Depositor shall instruct the Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) Issuing Entity to make the election under Section 6226(a) of the Code (and any corresponding provision of State 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 IssuerIssuing Entity, Depositor and Administrator Administrative Agent are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code (and any corresponding provision of state law) and conduct the IssuerIssuing Entity’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Trust Certificateholder and, if different, each beneficial owner of a Certificate, Trust Certificate shall promptly provide the IssuerIssuing Entity, Depositor and Administrator Administrative Agent any requested information, documentation or material to enable the Issuer Issuing Entity to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner Trust Certificateholder and, if different, each beneficial owner of a Certificate Trust Certificate, shall hold the Issuer Issuing Entity and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Trust Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions it takes the Issuing Entity and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or and any corresponding provision of State state law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee shall sign, sign on behalf of the Trust, Trust the tax returns of the TrustTrust provided to it in execution form, if any, unless applicable law requires a Certificateholder or another Person to sign such documents. (b) If at any time the Trust is not treated as an entity were classified disregarded as a partnership separate from the Certificateholder for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State law (state law, and as the tax matters partner for any applicable State state or local tax purposes) to the extent permitted allowed under the law, and the Trust shall take any action necessary to effect such designation (including working with the Depositor to designate any designated individual required under the law). The Issuer Trust shall (or the Depositor shall cause the Issuer Trust to, or the Depositor shall instruct the Administrator on behalf of the Issuer Trust to), to the extent eligible, make the election under Section 6221(b) of the Code (and any corresponding provision of State 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer Trust shall (or the Depositor shall cause the Issuer Trust to, or the Depositor shall instruct the Administrator on behalf of the Issuer Trust to) make the election under Section 6226(a) of the Code (and any corresponding provision of State 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, each of the IssuerTrust, Depositor and Administrator are each is authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and or any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s Trust's affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificateholder and, if different, each beneficial owner of a Certificate, Trust Certificate shall promptly provide the IssuerTrust, Depositor and Administrator any requested information, documentation or material to enable the Issuer Trust to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner and, if different, each beneficial owner of a Certificate Trust Certificate, shall hold the Issuer Trust and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Trust Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or (ii) suffered it may suffer that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions it takes the Trust and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State state law).. 22 (2020-B Amended and Restated Trust Agreement)

Signature on Returns; Partnership Representative. (a) The Owner Trustee If the Issuing Entity shall signbe required to file U.S. federal or other income tax returns as a partnership, on behalf of such returns shall be signed by an authorized signatory for the Trust, the tax Depositor or such other Person as shall be required by law to sign such returns of the TrustIssuing Entity. (b) If In the Trust entity were event that the Issuing Entity is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State state law) to the extent allowed under the law (and as the tax matters partner for any applicable State tax state law purposes) ), and the Issuing Entity shall take any action necessary to effect such designation (including working with the extent permitted Depositor to designate any designated individual required under the law). The Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer Issuing Entity to, or the Depositor shall instruct the Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) Issuing Entity to make the election under Section 6226(a) of the Code (and any corresponding provision of State 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 IssuerIssuing Entity, Depositor and Administrator Administrative Agent are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code (and any corresponding provision of state law) and conduct the IssuerIssuing Entity’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Trust Certificateholder and, if different, each beneficial owner of a Certificate, Trust Certificate shall promptly provide the IssuerIssuing Entity, Depositor and Administrator Administrative Agent any requested 30 (NALT 2022-A Amended and Restated Trust Agreement) information, documentation or material to enable the Issuer Issuing Entity to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner Trust Certificateholder and, if different, each beneficial owner of a Certificate Trust Certificate, shall hold the Issuer Issuing Entity and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Trust Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions it takes the Issuing Entity and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or and any corresponding provision of State state law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee shall sign, Administrator on behalf of the Trust, Issuer shall sign on behalf of the Issuer the tax returns of the TrustIssuer, unless applicable law requires a Certificateholder to sign such documents, in which case such documents shall be signed by the Administrator, pursuant to the power-of-attorney granted thereto pursuant to Section 2.04. (b) If In the Trust entity were event that the Issuer is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State state law) to the extent allowed under the law (and as the tax matters partner for any applicable State tax state law purposes) ), and the Issuer shall take any action necessary to effect such designation (including working with the extent permitted 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 Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)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 Administrator Owner Trustee on behalf of the Issuer to) make the election under Section 6226(a) of the Code (and any corresponding provision of State 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, each of the Issuer, Depositor and Administrator are each Owner Trustee is authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificateholder and, if different, each beneficial owner of a Certificate, Certificate Owner shall promptly provide the Issuer, Depositor and Administrator Owner Trustee any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (b) and otherwise comply with Sections 17 (NAROT 2022-B Amended & Restated Trust Agreement) 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate Owner not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or (ii) suffered that are attributable to the management or defense of an audit under Sections Section 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise suffered due to actions it the Issuer or any of its affiliates takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State state law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee If the Issuing Entity shall signbe required to file U.S. federal or other income tax returns as a partnership, on behalf of such returns shall be signed by an authorized signatory for the Trust, the tax Depositor or such other Person as shall be required by law to sign such returns of the TrustIssuing Entity. (b) If In the Trust entity were event that the Issuing Entity is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State state law) to the extent allowed under the law (and as the tax matters partner for any applicable State tax state law purposes) ), and the Issuing Entity shall take any action necessary to effect such designation (including working with the extent permitted Depositor to designate any designated individual required under the law). The Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer Issuing Entity to, or the Depositor shall instruct the Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer Issuing Entity 30 (NALT 2023-A Second Amended and Restated Trust Agreement) shall (or the Depositor or the Administrative Agent shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) Issuing Entity to make the election under Section 6226(a) of the Code (and any corresponding provision of State 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 IssuerIssuing Entity, Depositor and Administrator Administrative Agent are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code (and any corresponding provision of state law) and conduct the IssuerIssuing Entity’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Trust Certificateholder and, if different, each beneficial owner of a Certificate, Trust Certificate shall promptly provide the IssuerIssuing Entity, Depositor and Administrator Administrative Agent any requested information, documentation or material to enable the Issuer Issuing Entity to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner Trust Certificateholder and, if different, each beneficial owner of a Certificate Trust Certificate, shall hold the Issuer Issuing Entity and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Trust Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions it takes the Issuing Entity and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or and any corresponding provision of State state law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee shall sign, sign on behalf of the Trust, Trust the tax returns of the TrustTrust provided to it in execution form, if any, unless applicable law requires a Certificateholder or another Person to sign such documents. (b) If at any time the Trust is not treated as an entity were classified disregarded as a partnership separate from the Certificateholder for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust 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 permitted allowed under the law, and the Trust shall take any action necessary to effect such designation (including working with the Depositor to designate any designated individual required under the law). The Issuer Trust shall (or the Depositor shall cause the Issuer Trust to, or the Depositor shall instruct the Administrator on behalf of the Issuer Trust 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer Trust shall (or the Depositor shall cause the Issuer Trust to, or the Depositor shall instruct the Administrator on behalf of the Issuer Trust 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, each of the IssuerTrust, Depositor and Administrator are each is authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State law) Amended Partnership Audit Rules and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s Trust's affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State law)Amended Partnership Audit Rules. Each Certificateholder and, if different, each beneficial owner of a Certificate, Trust Certificate shall promptly provide the IssuerTrust, Depositor and Administrator any requested information, documentation or material to enable the Issuer Trust to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State law)Amended Partnership Audit Rules. Each Certificate Owner and, if different, each beneficial owner of a Certificate Trust Certificate, shall hold the Issuer Trust and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Trust Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State law) Amended Partnership Audit Rules or (ii) suffered it may suffer that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code Amended Partnership Audit Rules or otherwise due to actions it takes the Trust and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State law)Amended Partnership Audit Rules.

Signature on Returns; Partnership Representative. (a) The Owner Trustee If the Issuing Entity shall signbe required to file U.S. federal or other income tax returns as a partnership, on behalf of such returns shall be signed by an authorized signatory for the Trust, the tax Depositor or such other Person as shall be required by law to sign such returns of the TrustIssuing Entity. (b) If In the Trust entity were event that the Issuing Entity is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State state law) to the extent allowed under the law (and as the tax matters partner for any applicable State tax state law purposes) ), and the Issuing Entity shall take any action necessary to effect such designation (including working with the extent permitted Depositor to designate any designated individual required under the law). The Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer Issuing Entity to, or the Depositor shall instruct the Administrator 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 state 30 (NALT 2020-B Amended and Restated Trust Agreement) 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) Issuing Entity to make the election under Section 6226(a) of the Code (and any corresponding provision of State 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 IssuerIssuing Entity, Depositor and Administrator Administrative Agent are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code (and any corresponding provision of state law) and conduct the IssuerIssuing Entity’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Trust Certificateholder and, if different, each beneficial owner of a Certificate, Trust Certificate shall promptly provide the IssuerIssuing Entity, Depositor and Administrator Administrative Agent any requested information, documentation or material to enable the Issuer Issuing Entity to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner Trust Certificateholder and, if different, each beneficial owner of a Certificate Trust Certificate, shall hold the Issuer Issuing Entity and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Trust Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions it takes the Issuing Entity and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or and any corresponding provision of State state law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee shall sign, on behalf of the Trust, the tax returns of the Trust. (b) If the Trust entity were classified as a partnership for federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be designated the “partnership representative” of the Trust 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 permitted under law. The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Administrator 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 (including working with the Depositor to designate any designated individual required under the law). 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 Administrator 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, Depositor and Administrator are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State law) Amended Partnership Audit Rules and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificateholder and, if different, each beneficial owner of a Certificate, 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 (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code or otherwise due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State law).Amended Partnership Audit

Signature on Returns; Partnership Representative. (a) The Owner Trustee shall sign, on behalf of the Trust, the tax returns of the Trust. (b) If the Trust entity were [were][is not respected as a grantor trust for federal income tax purposes, and instead constitutes an] classified as a partnership for federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be designated the “partnership representative” of the Trust 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 permitted under law. The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Administrator 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 (including working with the Depositor to designate any designated individual required under the law). 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 Administrator 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, Depositor and Administrator are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificateholder and, if different, each beneficial owner of a Certificate, 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 (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code or otherwise due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee shall sign, sign on behalf of the Trust, Trust the tax returns of the TrustTrust provided to it in execution form, if any, unless applicable law requires a Certificateholder or another Person to sign such documents. (b) If at any time the Trust is not treated as an entity were classified disregarded as a partnership separate from the Certificateholder for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust 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 state or local tax purposes) to the extent permitted allowed under the law, and the Trust shall take any action necessary to effect such designation (including working with the Depositor to designate any designated individual required under the law). The Issuer Trust shall (or the Depositor shall cause the Issuer Trust to, or the Depositor shall instruct the Administrator on behalf of the Issuer Trust 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer Trust shall (or the Depositor shall cause the Issuer Trust to, or the Depositor shall instruct the Administrator on behalf of the Issuer Trust 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, each of the IssuerTrust, Depositor and Administrator are each is authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s Trust's affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State law)Code. Each Certificateholder and, if different, each beneficial owner of a Certificate, Trust Certificate shall promptly provide the IssuerTrust, Depositor and Administrator any requested information, documentation or material to enable the Issuer Trust to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State law)Code. Each Certificate Owner and, if different, each beneficial owner of a Certificate Trust Certificate, shall hold the Issuer Trust and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Trust Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State law) or (ii) suffered it may suffer that are attributable to the management or defense of an audit under Sections Section 6221 through 6241 of the Code or otherwise due to actions it takes the Trust and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State law)Code.

Signature on Returns; Partnership Representative. (a) The Owner Trustee shall sign, on behalf of the Trust, the tax returns of the Trust. (b) If the Trust entity were classified as a partnership for federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be designated the “partnership representative” of the Trust 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 permitted under law. The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Administrator 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 (including working with the Depositor to designate any designated individual required under the law). 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 Administrator 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, Depositor and Administrator are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s 's affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificateholder and, if different, each beneficial owner of a Certificate, 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 (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code or otherwise due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee shall sign, Administrator on behalf of the Trust, Issuer shall sign on behalf of the Issuer the tax returns of the TrustIssuer, unless applicable law requires a Certificateholder to sign such documents, in which case such documents shall be signed by the Administrator, pursuant to the power-of-attorney granted thereto pursuant to Section 2.04. (b) If In the Trust entity were event that the Issuer is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State state law) to the extent allowed under the law (and as the tax matters partner for any applicable State tax state law purposes) ), and the Issuer shall take any action necessary to effect such designation (including working with the extent permitted 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 Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)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 Administrator Owner Trustee on behalf of the Issuer to) make the election under Section 6226(a) of the Code (and any corresponding provision of State 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, each of the Issuer, Depositor and Administrator are each Owner Trustee is authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificateholder and, if different, each beneficial owner of a Certificate, Certificate Owner shall promptly provide the Issuer, Depositor and Administrator Owner Trustee any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (b) and otherwise comply with Sections 17 (NAROT 2020-B Amended & Restated Trust Agreement) 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate Owner not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or (ii) suffered that are attributable to the management or defense of an audit under Sections Section 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise suffered due to actions it the Issuer or any of its affiliates takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State state law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee If the Issuing Entity shall signbe required to file U.S. federal or other income tax returns as a partnership, on behalf of such returns shall be signed by an authorized signatory for the Trust, the tax Depositor or such other Person as shall be required by law to sign such returns of the TrustIssuing Entity. (b) If In the Trust entity were event that the Issuing Entity is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code and any corresponding provision of State to the extent allowed under the law (and as the tax matters partner for any applicable State tax state law purposes) ), and the Issuing Entity shall take any action necessary to effect such designation (including working with the extent permitted Depositor to designate any designated individual required under the law). The Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer Issuing Entity to, or the Depositor shall instruct the Administrator 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) Issuing Entity 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 IssuerIssuing Entity, Depositor and Administrator Administrative Agent are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the IssuerIssuing Entity’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State law)Code. Each Trust Certificateholder and, if different, each beneficial owner of a Certificate, Trust Certificate shall promptly provide the IssuerIssuing Entity, Depositor and Administrator Administrative Agent any requested information, documentation or material to enable the Issuer Issuing Entity to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State law)Code. Each Certificate Owner Trust Certificateholder and, if different, each beneficial owner of a Certificate Trust Certificate, shall hold the Issuer Issuing Entity and its affiliates 30 (NALT 2018-A Amended and Restated Trust Agreement) harmless for any expenses or losses (i) resulting from a beneficial owner of a Trust Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code or otherwise due to actions it takes the Issuing Entity and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State law)Code.

Signature on Returns; Partnership Representative. (a) The Owner Trustee Subject to Section 2.6, the Certificateholder shall sign, sign on behalf of the Trust, Issuer the tax returns of the TrustIssuer, unless applicable law requires the Owner Trustee to sign such documents, in which case such documents shall be signed by the Owner Trustee at the written direction of the Certificateholder. (b) If at any time the Trust entity were classified Issuer is treated as a partnership for U.S. federal income tax purposes, then the Depositor Transferor (or a U.S. Affiliate of the Depositor Transferor if the Depositor Transferor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State state law) to the extent allowed under the law (and as the tax matters partner for any applicable State tax state law purposes) ), and the Issuer shall take any action necessary to effect such designation (including working with the extent permitted Transferor to designate any designated individual required under the law). The Issuer shall (or the Depositor Transferor shall cause the Issuer to, or the Depositor Transferor shall instruct the Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer shall (or the Depositor Transferor shall cause the Issuer to, or the Depositor Transferor shall instruct the Administrator on behalf of the Issuer to) make the election under Section 6226(a) of the Code (and any corresponding provision of State 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, each of the Issuer, Depositor Transferor and Administrator are each is authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificateholder and, if different, each beneficial owner of a Certificate, Certificate shall promptly provide the Issuer, Depositor Transferor and Administrator any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner Certificateholder and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or and (ii) suffered that are attributable to the management or defense of an audit under the Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions it takes the Issuer and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State state law). The Owner Trustee shall have no responsibility for making any determinations under this Section 5.4(b).

Signature on Returns; Partnership Representative. (a) The Owner Trustee Administrator shall prepare (or cause to be prepared) and shall sign, on behalf of the TrustIssuer, the Issuer’s tax returns, if any, unless applicable law requires a Certificateholder to sign such documents. In the event that the Issuer is required to be treated as a partnership for United States federal income tax purposes, the Certificateholder that is a United States Tax Person holding the largest Certificate Percentage Interest shall sign the tax returns of the TrustIssuer. In the event that two or more Certificateholders would be described in the preceding sentence then Certificateholder with the alphabetically first name shall be so designated. (b) If In the Trust entity were event that the Issuer is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or Administrator shall have the right to designate a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be designated the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State law state law), and the Issuer (and as or Depositor or Administrator on its behalf) shall take any action necessary to effect such designation (including working with the tax matters partner for Depositor to designate any applicable State tax purposes) to designated individual required under the extent permitted under law). The Issuer shall (or the Depositor or the Administrator shall cause the Issuer to, or the Depositor shall instruct the Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer shall (or the Depositor or the Administrator shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) to make the election under Section 6226(a) of the Code (and any corresponding provision of State 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, each of the Issuer, Depositor and Administrator are each is authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and or any corresponding provision of State state law) and take any action it deems necessary or appropriate for the Issuer to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificateholder and, if different, each beneficial owner of a Certificate, 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 (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code or otherwise due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State state law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee If the Issuing Entity shall signbe required to file U.S. federal or other income tax returns as a partnership, on behalf of such returns shall be signed by an authorized signatory for the Trust, the tax Depositor or such other Person as shall be required by law to sign such returns of the TrustIssuing Entity. (b) If In the Trust entity were event that the Issuing Entity is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State state law) to the extent allowed under the law (and as the tax matters partner for any applicable State tax state law purposes) ), and the Issuing Entity shall take any action necessary to effect such designation (including working with the extent permitted Depositor to designate any designated individual required under the law). The Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer Issuing Entity to, or the Depositor shall instruct the Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) Issuing Entity to make the election under Section 6226(a) of the Code (and any corresponding provision of State 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 IssuerIssuing Entity, Depositor and Administrator Administrative Agent are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code (and any corresponding provision of state law) and conduct the IssuerIssuing Entity’s affairs 30 (NALT 2019-B Amended and Restated Trust Agreement) under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Trust Certificateholder and, if different, each beneficial owner of a Certificate, Trust Certificate shall promptly provide the IssuerIssuing Entity, Depositor and Administrator Administrative Agent any requested information, documentation or material to enable the Issuer Issuing Entity to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner Trust Certificateholder and, if different, each beneficial owner of a Certificate Trust Certificate, shall hold the Issuer Issuing Entity and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Trust Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions it takes the Issuing Entity and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or and any corresponding provision of State state law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee If the Issuing Entity shall signbe required to file U.S. federal or other income tax returns as a partnership, on behalf of such returns shall be signed by an authorized signatory for the Trust, the tax Depositor or such other Person as shall be required by law to sign such returns of the TrustIssuing Entity. (b) If In the Trust entity were event that the Issuing Entity is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State state law) to the extent allowed under the law (and as the tax matters partner for any applicable State tax state law purposes) ), and the Issuing Entity shall take any action necessary to effect such designation (including working with the extent permitted Depositor to designate any designated individual required under the law). The Issuer Issuing Entity shall (or the Depositor or the Trust Administrator shall cause the Issuer Issuing Entity to, or the Depositor shall instruct the Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer Issuing Entity shall (or the Depositor or the Trust Administrator shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) Issuing Entity to make the election under Section 6226(a) of the Code (and any corresponding provision of State 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 IssuerIssuing Entity, Depositor and Trust Administrator are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code (and any corresponding provision of state law) and conduct the IssuerIssuing Entity’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Trust Certificateholder and, if different, each beneficial owner of a Certificate, Trust Certificate shall promptly provide the IssuerIssuing Entity, Depositor and Trust Administrator any requested information, documentation or material to enable the Issuer Issuing Entity to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner Trust Certificateholder and, if different, each beneficial owner of a Certificate Trust Certificate, shall hold the Issuer Issuing Entity and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Trust Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions it takes the Issuing Entity and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or and any corresponding provision of State state law).. 29 (NALT 2025-B Amended and Restated Trust Agreement)

Signature on Returns; Partnership Representative. (a) The Owner Trustee Administrator shall prepare (or cause to be prepared) and shall sign, on behalf of the TrustIssuer, the Issuer’s tax returns, if any, unless applicable law requires a Certificateholder to sign such documents. In the event that the Issuer is required to be treated as a partnership for United States federal income tax purposes, the Certificateholder that is a United States Tax Person holding the largest Certificate Percentage Interest shall sign the tax returns of the TrustIssuer. In the event that two or more Certificateholders would be described in the preceding sentence then Certificateholder with the alphabetically first name shall be so designated. (b) If In the Trust entity were event that the Issuer is classified as a partnership for federal income tax purposes, then the Depositor Certificateholder that is a United States Tax Person holding the largest Certificate Percentage Interest (or a U.S. if such Certificateholder is ineligible, an Affiliate of such Certificateholder that is a United States Tax Person) is hereby designated as the Depositor if the Depositor is ineligible) shall be designated the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State law (state law), and as the tax matters partner for any applicable State tax state law purposes, unless it designates another person, and the Issuer (or Depositor or Administrator on its behalf) shall take any action necessary to effect such designation (including working with the extent permitted Depositor to designate any designated individual required under the law). The Issuer shall (or the Depositor or the Administrator shall cause the Issuer to, or the Depositor shall instruct the Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding 15 Amended and Restated sentence is not available, to the extent applicable, the Issuer shall (or the Depositor or the Administrator shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) to make the election under Section 6226(a) of the Code (and any corresponding provision of State 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, each of the Issuer, Depositor and Administrator are each is authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and or any corresponding provision of State state law) and take any action it deems necessary or appropriate for the Issuer to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificateholder and, if different, each beneficial owner of a Certificate, 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 (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code or otherwise due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State state law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee If the Issuing Entity shall signbe required to file U.S. federal or other income tax returns as a partnership, on behalf of such returns shall be signed by an authorized signatory for the Trust, the tax Depositor or such other Person as shall be required by law to sign such returns of the Trust.Issuing Entity. 29 (NALT 20[●]-[●] Amended and Restated Trust Agreement) (b) If In the Trust entity were event that the Issuing Entity is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State state law) to the extent allowed under the law (and as the tax matters partner for any applicable State tax state law purposes) ), and the Issuing Entity shall take any action necessary to effect such designation (including working with the extent permitted Depositor to designate any designated individual required under the law). The Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer Issuing Entity to, or the Depositor shall instruct the Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) Issuing Entity to make the election under Section 6226(a) of the Code (and any corresponding provision of State 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 IssuerIssuing Entity, Depositor and Administrator Administrative Agent are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code (and any corresponding provision of state law) and conduct the IssuerIssuing Entity’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Trust Certificateholder and, if different, each beneficial owner of a Certificate, Trust Certificate shall promptly provide the IssuerIssuing Entity, Depositor and Administrator Administrative Agent any requested information, documentation or material to enable the Issuer Issuing Entity to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner Trust Certificateholder and, if different, each beneficial owner of a Certificate Trust Certificate, shall hold the Issuer Issuing Entity and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Trust Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions it takes the Issuing Entity and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or and any corresponding provision of State state law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee If the Issuing Entity shall signbe required to file U.S. federal or other income tax returns as a partnership, on behalf of such returns shall be signed by an authorized signatory for the Trust, the tax Depositor or such other Person as shall be required by law to sign such returns of the TrustIssuing Entity. (b) If In the Trust entity were event that the Issuing Entity is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State state law) to the extent allowed under the law (and as the tax matters partner for any applicable State tax state law purposes), and the Issuing Entity shall take 30 (NALT 20[●]-[●] Amended and Restated Trust Agreement) any action necessary to effect such designation (including working with the extent permitted Depositor to designate any designated individual required under the law). The Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer Issuing Entity to, or the Depositor shall instruct the Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) Issuing Entity to make the election under Section 6226(a) of the Code (and any corresponding provision of State 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 IssuerIssuing Entity, Depositor and Administrator Administrative Agent are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code (and any corresponding provision of state law) and conduct the IssuerIssuing Entity’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Trust Certificateholder and, if different, each beneficial owner of a Certificate, Trust Certificate shall promptly provide the IssuerIssuing Entity, Depositor and Administrator Administrative Agent any requested information, documentation or material to enable the Issuer Issuing Entity to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner Trust Certificateholder and, if different, each beneficial owner of a Certificate Trust Certificate, shall hold the Issuer Issuing Entity and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Trust Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions it takes the Issuing Entity and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or and any corresponding provision of State state law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee If the Issuing Entity shall signbe required to file U.S. federal or other income tax returns as a partnership, on behalf of such returns shall be signed by an authorized signatory for the Trust, the tax Depositor or such other Person as shall be required by law to sign such returns of the TrustIssuing Entity. (b) If In the Trust entity were event that the Issuing Entity is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State state law) to the extent allowed under the law (and as 30 (Nissan 20[•]-[•] Amended and Restated Trust Agreement) the tax matters partner for any applicable State tax state law purposes) ), and the Issuing Entity shall take any action necessary to effect such designation (including working with the extent permitted Depositor to designate any designated individual required under the law). The Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer Issuing Entity to, or the Depositor shall instruct the Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) Issuing Entity to make the election under Section 6226(a) of the Code (and any corresponding provision of State 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 IssuerIssuing Entity, Depositor and Administrator Administrative Agent are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code (and any corresponding provision of state law) and conduct the IssuerIssuing Entity’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Trust Certificateholder and, if different, each beneficial owner of a Certificate, Trust Certificate shall promptly provide the IssuerIssuing Entity, Depositor and Administrator Administrative Agent any requested information, documentation or material to enable the Issuer Issuing Entity to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner Trust Certificateholder and, if different, each beneficial owner of a Certificate Trust Certificate, shall hold the Issuer Issuing Entity and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Trust Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions it takes the Issuing Entity and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or and any corresponding provision of State state law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee If the Issuing Entity shall signbe required to file U.S. federal or other income tax returns as a partnership, on behalf of such returns shall be signed by an authorized signatory for the Trust, the tax Depositor or such other Person as shall be required by law to sign such returns of the TrustIssuing Entity. (b) If In the Trust entity were event that the Issuing Entity is classified as a partnership for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code (and any corresponding provision of State state law) to the extent allowed under the law (and as the tax matters partner for any applicable State tax state law purposes) ), and the Issuing Entity shall take any action necessary to effect such designation (including working with the extent permitted Depositor to designate any designated individual required under the law). The Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer Issuing Entity to, or the Depositor shall instruct the Administrator 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 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer Issuing Entity shall (or the Depositor or the Administrative Agent shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) Issuing Entity to make the election under Section 6226(a) of the Code (and any corresponding provision of State 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 IssuerIssuing Entity, Depositor and Administrator Administrative Agent are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State state law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code (and any corresponding provision of state law) and conduct the IssuerIssuing Entity’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Trust Certificateholder and, if different, each beneficial owner of a Certificate, Trust Certificate shall promptly provide the IssuerIssuing Entity, Depositor and Administrator Administrative Agent any requested information, documentation or material to enable the Issuer Issuing Entity to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State state law). Each Certificate Owner Trust Certificateholder and, if different, each beneficial owner of a Certificate Trust Certificate, shall hold the Issuer Issuing Entity and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Trust Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State state law) or (ii) suffered that are Table of Contents attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions it takes the Issuing Entity and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or and any corresponding provision of State state law).

Signature on Returns; Partnership Representative. (a) The Owner Trustee shall sign, sign on behalf of the Trust, Trust the tax returns of the TrustTrust provided to it in execution form, if any, unless applicable law requires a Certificateholder or another Person to sign such documents. (b) If at any time the Trust is not treated as an entity were classified disregarded as a partnership separate from the Certificateholder for U.S. federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be is hereby designated as the “partnership representative” of the Trust representative under Section 6223(a) of the Code and any corresponding provision of State state law (and as the tax matters partner for any applicable State state or local tax purposes) to the extent permitted allowed under the law, and the Trust shall take any action necessary to effect such designation (including working with the Depositor to designate any designated individual required under the law). The Issuer Trust shall (or the Depositor shall cause the Issuer Trust to, or the Depositor shall instruct the Administrator on behalf of the Issuer Trust to), to the extent eligible, make the election under Section 6221(b) of the Code (and any corresponding provision of State law) 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 (including working with the Depositor to designate any designated individual required under the law)election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer Trust shall (or the Depositor shall cause the Issuer Trust to, or the Depositor shall instruct the Administrator on behalf of the Issuer Trust to) make the election under Section 6226(a) of the Code (and any corresponding provision of State 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, each of the IssuerTrust, Depositor and Administrator are each is authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision provisions of State law) state law and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s Trust's affairs under Sections 6221 through 6241 of the Code (and any corresponding provision provisions of State state law). Each Certificateholder and, if different, each beneficial owner of a Certificate, Trust Certificate shall promptly provide the IssuerTrust, Depositor and Administrator any requested information, documentation or material to enable the Issuer Trust to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision provisions of State state law). Each Certificate Owner and, if different, each beneficial owner of a Certificate Trust Certificate, shall hold the Issuer Trust and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Trust Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State law) state law or (ii) suffered it may suffer that are attributable to the management or defense of an audit under Sections Section 6221 through 6241 of the Code or any corresponding provisions of state law or otherwise due to actions it takes the Trust and its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or and any corresponding provision provisions of State state law).