TJOFLAT, Circuit Judge:

I.

United States Department of Treasury regulations provide that a parent corporation may file in its own name a consolidated income tax return for itself and its subsidiary corporations (the "Consolidated Group" or "Group").1 In addition to filing the tax return in its own name, the parent corporation receives in its name any income tax refunds due the members of the Consolidated Group.2 Federal law does not govern the allocation of the Group's tax refunds; hence, a parent and its subsidiaries are free to provide for the allocation of tax refunds by contract.

This case involves the allocation of tax refunds pursuant to a Tax Sharing Agreement ("TSA") entered into in 1997 by two members of a Consolidated Group, the parent corporation, called BankUnited Financial Corporation (the "Holding Company"), and one of its subsidiaries, called BankUnited FSB (the "Bank"), the principal operating entity for the Consolidated Group. The TSA was entered into for the benefit of the Holding Company, the Bank, and the remaining subsidiaries in the Group.

The TSA provides that, whereas the Holding Company files the Group's income tax return, the Bank pays all of the taxes due. Within thirty days after the return is filed and the taxes are paid, the members of the Group reimburse the Bank for their share of the taxes the Bank paid. The TSA also provides that the Bank, within thirty days of the Holding Company's filing of an income tax return, pay the member of the Group any tax refund it expects or is entitled to receive.

On May 21, 2009, the Office of Thrift Supervision closed the Bank and appointed the Federal Deposit Insurance Corporation ("FDIC") as the Bank's receiver. The next day, the Holding Company petitioned the United States Bankruptcy Court for the Southern District of Florida for relief under Chapter 11 of the Bankruptcy Code.3 After the Holding Company filed the petition, the Holding Company and the Bank requested refunds from the Internal Revenue Service ("IRS") for fiscal years 2007 and 2008 in the respective sums of $5,566,878 and $42,552,226. Their request was granted, and the refunds were sent to the Holding Company. Rather than forward the refunds to the FDIC for distribution as provided in the TSA, however, the Holding Company decided to retain the refunds as an asset of its bankruptcy estate. The FDIC responded to the Holding Company's action by filing a claim in the Chapter 11 proceeding, asserting that it was entitled to receive the refunds so that it could comply with its contractual obligation to distribute them to the members of the Group. With the court's approval, the Holding Company and the FDIC stipulated that the refunds be held in escrow pending the Bankruptcy Court's decision as to whether, as the Holding Company contended, the refunds were an asset of the bankruptcy estate. The Holding Company thereafter commenced an adversary proceeding against the FDIC by filing a multi-count complaint. Counts 1 and 2 are relevant here; Count 1 challenged the sufficiency of the FDIC's claim, and Count 2 sought a declaration that the refunds constituted an asset of the bankruptcy estate.

On cross-motions for summary judgment, the Bankruptcy Court declared that the refunds were indeed assets of the bankruptcy estate. Specifically, on receipt, the refunds became the property of the Holding Company and thus the bankruptcy estate. However, because the Holding Company was required "at some point" in time to transfer the refunds to the FDIC, it became indebted to the FDIC. Record, no. 165, at 22. The Bankruptcy Court therefore granted judgment in favor of the Holding Company. The parties thereafter requested the Bankruptcy Court to certify the judgment for appeal to this court. We granted their request and lodged the appeal. See 28 U.S.C. § 158(d)(2)(A).4

II.

The sole issue in this appeal is whether the Bankruptcy Court erred in declaring the tax refunds an asset of the bankruptcy estate.5 For case of discussion, we analyze this case as if the controversy occurred prior to the filing of the Chapter 11 petition; the Holding Company refused to turn the refunds over to the Bank for distribution amongst the members of the Consolidated Group. We do so because the Holding Company in bankruptcy stands in the shoes it was wearing pre-bankruptcy. By the same token, the FDIC stands in the shoes the Bank was wearing. That said, the question for the Bankruptcy Court, and this court, is a matter of contract interpretation. Under the TSA, are the tax refunds the property of the Holding Company?

A.

The TSA provides that Delaware law governs its enforcement. Record, no. 91-1, at 2. Our inquiry focuses on recital A and sections 2 through 4 of the TSA. Recital A describes the purpose of the TSA.

Id. at 1.

Section 1 of the TSA provides that the Bank, not the Holding Company, pays all taxes to the government.

Id.

Section 2 of the TSA describes the process in which members of the Group determine their individual income tax liabilities.

Id.

Section 3 of the TSA describes how the individually determined income tax liability for each member of the Group is aggregated and adjusted for the preparation of a consolidated tax return.

Id. at 1-2. It is important to note the difference between the terms "assets" and "receivables," as well as the terms "liabilities" and "payables," as they are used in the TSA. The TSA uses the term "assets" when it refers to tax refunds to which members of the Group are entitled from the government; it uses the term "liabilities" when it refers to taxes that members of the Group owe to the government. The TSA uses the terms "payables" and "receivables" when referring to inter-company obligations. An "income tax payable" refers to the amount that a member owes to the Bank as reimbursement for the Bank paying its share of taxes owed to the government. An "income tax receivable" refers to the amount to which a member is entitled from the Bank as a result of a tax refund from the government.

Section 4 of the TSA describes the payment and reimbursement process among the members of the Group:

Id. at 2. The plain language of section 4 of the TSA directs that within thirty days after the Bank pays the taxes owed to the government on behalf of the Group, any member that owed taxes must reimburse the Bank for its proportional share of the Group's tax payment. In the event the Bank itself is entitled to a tax refund, the amount of money transferred to the Bank by members of the group that owed taxes, and whose taxes were paid by the Bank, shall reimburse the Bank 100% for any payment it made on behalf of those members. At no point shall the amount of taxes paid by the Bank on behalf of the group, net of any transfers of money already made by members of the Group to the Bank, exceed the amount of taxes the Bank would have to pay the government were it filing an individual tax return. Within thirty days of the Holding Company's filing of a tax return or an amended return, each member owing taxes shall pay the amount it owes to the Bank, and the Bank shall reimburse any member owed a tax refund. The Bank will distribute tax refunds according to each member's determination of the refund it is due, per Section 2 of the TSA, as adjusted to reflect each member's proportional share of the group's tax assets and liabilities, per Section 3 of the TSA.

It is clear, as the Holding Company has contended, that section 4 contains no words instructing the Holding Company to forward to the Bank any tax refunds it receives. It is also clear, as the Holding Company has acknowledged, that the Bank is obligated to distribute any tax refunds that the Holding Company receives to the Group's members — including to itself and the Holding Company. To do this, the Bank must have possession of the refunds — it must receive them from the Holding Company. Thus, it is clear that the Holding Company must at some point forward the refunds to the Bank.

Section 4 is ambiguous in two respects: first, section 4 does not state when the Holding Company must forward the tax refunds to the Bank, and second, it does not explain whether the Holding Company "owns" the refunds before forwarding them to the Bank.

B.

Under Delaware law, the members of the Consolidated Group were free to allocate the ultimate disposition of tax liabilities and tax savings by agreement. See e.g., Abex, Inc. v. Koll Real Estate Group, Inc., No. 13462, 1994 WL 728827, at *15 (Del.Ch. Dec. 22, 1994) ("[M]embers of the group [may] allocate the ultimate tax liability among themselves by contract.") (citation omitted). Where, as here, operative provisions of a contract are ambiguous, the court's task is to determine the intent of the parties. In Delaware, as in typical common law jurisdictions, the contract "must be read in the light of the intent of the parties as determined by the facts and circumstances surrounding the transaction." Rohner v. Niemann, 380 A.2d 549, 552 (Del.1977) (citation omitted). In other words, the court infers the parties' intent.

In undertaking to discern the parties' intent, the Bankruptcy Court began with the assumption that at some point, the Holding Company had to forward the tax refunds to the Bank. "There is no question that the [TSA] presumes that at some point the Holding Company is going to deliver a tax refund to the Bank; that is implicit in the [TSA's] provisions that the Bank gives out the allocable shares in any refund to the group." Record, no. 165, at 22. But, in the next breath, the court flatly contradicted this presumption, with the statement that "there is also no question that the [TSA] does not require the Holding Company to deliver those funds to the Bank...." Id. According to the court, the TSA did not require the Holding Company to deliver the funds because there is nothing "in the [TSA to] suggest that the Holding Company accepts those funds from the IRS in any kind of trust or agency capacity or holds those funds under any specialized status that would cause those funds to be considered something other than the property of the Holding Company when in its possession." Id. In stating that there is nothing "in the [TSA to] suggest," the court was holding that there is nothing in the language of the TSA that would imply that the refunds, while in the hands of the Holding Company, were anything other than unencumbered assets of the company.

Yet, the court ultimately found that the Holding Company became indebted to the Bank in a sum equivalent to the amount of the refunds it received from the IRS. The court appears to reach this finding by noting that the TSA describes

Id. at 22-23.7 In short, the Holding Company is the Bank's debtor. The tax refunds are assets of the Holding Company. In the Bankruptcy Court's view, if the Holding Company does not forward the refunds to the Bank, the Bank's only recourse is to sue the Holding Company, obtain a money judgment, and, if necessary, satisfy that judgment via the writs provided by the forum for obtaining the satisfaction of money judgments. Since the Holding Company is in bankruptcy, the Bank, i.e., the FDIC as its receiver, must file a claim as an unsecured creditor.

C.

Although the TSA does not contain a provision expressly requiring the Holding Company to forward the tax refunds to the Bank on receipt, it is obvious to us that this is what the parties intended. That is, they did not intend that the Holding Company keep the refunds and incorporate them into its own portfolio, as if the Bank had loaned the refunds to the Holding Company unencumbered.8

A debtor-creditor relationship is created by consent, express or implied. We find no words in the TSA from which it could reasonably be inferred that the parties agreed that the Holding Company would retain the tax refunds as a company asset and, in lieu of forwarding them to the Bank, would be indebted to the Bank in the amount of the refunds. Nor do we find any words from which the terms of the indebtedness could be inferred. If, as the Bankruptcy Court concluded, the parties created a debtor-creditor relationship, we would expect to find some means of protection for the creditor that would help guarantee the debtor's obligation, such as a fixed interest rate, a fixed maturity date, or the ability to accelerate payment upon default. See Lasker v. Mcdonnell & Co., Inc, No. 3560, 1975 WL 1950, at *10 (Del. Ch. July 9, 1975). The Bankruptcy Court found none of these elements. All it found was that the Holding Company would "deliver a tax refund to the Bank" at "some point" in time.

The effect of the Bankruptcy Court's decision that the tax refunds constitute an unencumbered asset of the Holding Company is to frustrate the Bank's ability to discharge its obligation to distribute to the members of the Group the portion of the tax refunds to which they are entitled. In short, the court's decision undermines a paramount purpose of the TSA, which is to ensure that the tax refunds are delivered to the Group's members in full and with dispatch.

If the court's decision is allowed to stand, this is what would transpire if the Holding Company and the Bank were in a debtor-creditor relationship. If the Holding Company refused to forward the tax refunds on receipt, the Bank's only recourse would be to file suit. Assuming the litigation were successful, the Holding Company, the Bank, and the other members of the Group would share in the litigation expenses the bank incurred in collecting on the Holding Company's debt. Thus, before the Bank would give these beneficiaries their portion of the refunds, it would subtract such expenses from the amount of the refunds available for distribution. We cannot imagine that the Bank and the other subsidiary corporations in the Group contemplated this scenario when the Bank and the Holding Company signed the TSA.

III.

The relationship between the Holding Company and the Bank is not a debtor-creditor relationship. When the Holding Company received the tax refunds, it held the funds intact — as if in escrow — for the benefit of the Bank and thus the remaining members of the Consolidated Group. The parties intended that the Holding Company would promptly forward the refunds to the Bank so that the Bank could, in turn, forward them on to the Group's members. In the Bank's hands, the tax refunds occupied the same status as they did in the Holding Company's hands — they were tax refunds for distribution in accordance with the TSA.

For these reasons, we reverse the Bankruptcy Court's judgment and direct the Bankruptcy Court to vacate its decision declaring the tax refunds the property of the bankruptcy estate and to instruct the Holding Company to forward the funds held in escrow to the FDIC, as receiver, for distribution to the members of the Group in accordance with the TSA.9

SO ORDERED.