Common use of Accounting and Records to the Certificateholders, the Internal Revenue Service and Others Clause in Contracts

Accounting and Records to the Certificateholders, the Internal Revenue Service and Others. (a) Subject to the Code and Section 4.01 of the Sale and Servicing Agreement, the Board shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, (b) deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1, if applicable) to enable each Certificateholder to prepare its federal and state income tax returns, and (c) file or cause to be filed such tax returns relating to the Trust, and make such elections as may from time to time be required or appropriate under any applicable state or federal statute or rule or regulation thereunder (including any election under the Partnership Audit Procedures). The Owner Trustee shall make elections pursuant to this Section only as directed in writing by the Board. The Owner Trustee or the Administrator shall sign all tax information returns filed pursuant to this Section and any other returns as may be required by law, and in doing so shall rely entirely upon, and shall have no liability for information provided by, or calculations provided by, the Board. In connection with the foregoing, the Trust shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Loans, and the Trust shall not make the election provided under Section 754 of the Code. (b) With respect to any and all payments to a Holder, the Holder (i) will provide to the applicable withholding agent (including, if applicable, the Owner Trustee), any tax forms, documentation or certification required or reasonably appropriate for such withholding agent to satisfy its obligations with respect to FATCA, if any, and to determine whether any withholding tax may be required to be withheld pursuant to FATCA or other applicable law; and (ii) acknowledges and agrees that the applicable withholding agent shall have the right to deduct and withhold any required U.S. withholding tax, including any withholding tax pursuant to FATCA, on any amounts payable with respect to the Certificates (without any corresponding gross-up or other indemnification) if any such holder or Beneficial Owner either is subject to withholding under FATCA, fails to comply with the documentation requirements in clause (i), or otherwise fails to establish a complete exemption from such withholding tax to the reasonable satisfaction of the applicable withholding agent and (iii) agrees to indemnify the withholding agent from any liability related to any such tax withholdings.