Common use of Certain Tax Forms and Treatment Clause in Contracts

Certain Tax Forms and Treatment. (a) Each Noteholder and any beneficial owner of a Note, if required by law, shall timely furnish the Issuer or its agents any U.S. federal income tax form or certification (such as IRS Form W-8BEN (Certification of Foreign Status as Beneficial Owner), Form W-8IMY (Certification of Foreign Intermediary Status) with all appropriate attachments, IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or IRS Form W-8ECI (Certification of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with Conduct of a U.S. Trade or Business) or any successors to such IRS forms) that the Issuer or its agents may reasonably request and shall update or replace such form or certification in accordance with its terms or its subsequent amendments. The Noteholder understands that the Issuer may require certification acceptable to it (i) to permit the Issuer to make payments to it without, or at a reduced rate of, withholding or (ii) to enable the Issuer to qualify for a reduced rate of withholding or back-up withholding in any jurisdiction from or through which the Issuer receives payments on its assets. The Noteholder agrees to provide any such certification that is requested by the Issuer. If such forms are not provided or if any tax or other governmental charge shall otherwise become payable by or on behalf of the Indenture Administrator, including any tax or governmental charge required to be withheld from any payment made by the Indenture Administrator under the provisions of any applicable law or regulation with respect to the Notes, such tax or governmental charge shall be payable by the Noteholder and may be withheld by the Indenture Administrator. The Issuer and the Indenture Administrator shall have the right to refuse the surrender, registration of transfer or exchange of any Note with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Noteholder. (b) The Issuer, the Indenture Trustee and each Noteholder agree to treat such Notes as indebtedness for U.S. federal, state and local income and franchise tax purposes and further agree not to take any action inconsistent with such treatment, unless required by law. (c) It is intended that the Trust be classified for U.S. federal income tax purposes as a mere security devise or, failing such treatment, as a grantor trust or an entity disregarded from its owner, and not as an association (or publicly traded partnership) taxable as a corporation. None of the Issuer, the Depositor, or the Indenture Trustee shall cause the Trust to be treated as an association taxable as a corporation for U.S. federal income tax purposes. No election shall be made to treat the Trust as an association taxable as a corporation without the unanimous consent of all Noteholders. (d) The Administrator shall on behalf of the Issuer prepare, execute and timely file (or cause to be prepared, appropriately executed and timely filed) all federal, state and local tax and information returns, reports, information, statements and schedules required to be filed by or in respect of the Issuer, in accordance with this Indenture and as may be required under applicable tax laws.

Certain Tax Forms and Treatment. (a) Each Noteholder and any beneficial owner of a Note, if required by law, shall timely furnish the Issuer or its agents any U.S. federal income tax form or certification (such as IRS Form W-8BEN (Certification of Foreign Status as Beneficial Owner), Form W-8IMY (Certification of Foreign Intermediary Status) with all appropriate attachments, IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or IRS Form W-8ECI (Certification of Foreign Person’s 's Claim for Exemption from Withholding on Income Effectively Connected with Conduct of a U.S. Trade or Business) or any successors to such IRS forms) that the Issuer or its agents may reasonably request and shall update or replace such form or certification in accordance with its terms or its subsequent amendments. The Noteholder understands that the Issuer may require certification acceptable to it (i) to permit the Issuer to make payments to it without, or at a reduced rate of, withholding or (ii) to enable the Issuer to qualify for a reduced rate of withholding or back-up withholding in any jurisdiction from or through which the Issuer receives payments on its assets. The Noteholder agrees to provide any such certification that is requested by the Issuer. If such forms are not provided or if any tax or other governmental charge shall otherwise become payable by or on behalf of the Indenture Administrator, including any tax or governmental charge required to be withheld from any payment made by the Indenture Administrator under the provisions of any applicable law or regulation with respect to the Notes, such tax or governmental charge shall be payable by the Noteholder and may be withheld by the Indenture Administrator. The Issuer and the Indenture Administrator shall have the right to refuse the surrender, registration of transfer or exchange of any Note with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Noteholder. (b) The Issuer, the Indenture Trustee and each Noteholder agree to treat such Notes as indebtedness for U.S. federal, state and local income and franchise tax purposes and further agree not to take any action inconsistent with such treatment, unless required by law. (c) It is intended that the Trust be classified for U.S. federal income tax purposes as a mere security devise or, failing such treatment, as a grantor trust or an entity disregarded from its owner, and not as an association (or publicly traded partnership) taxable as a corporation. None of the Issuer, the Depositor, or the Indenture Trustee shall cause the Trust to be treated as an association taxable as a corporation for U.S. federal income tax purposes. No election shall be made to treat the Trust as an association taxable as a corporation without the unanimous consent of all Noteholders. (d) The Administrator shall on behalf of the Issuer prepare, execute and timely file (or cause to be prepared, appropriately executed and timely filed) all federal, state and local tax and information returns, reports, information, statements and schedules required to be filed by or in respect of the Issuer, in accordance with this Indenture and as may be required under applicable tax laws.

Certain Tax Forms and Treatment. (a) Each Noteholder and any beneficial owner of a Note, if required by law, shall timely furnish the Issuer or its agents any U.S. federal income tax form or certification (such as IRS Form W-8BEN (Certification of Foreign Status as Beneficial Owner), Form W-8IMY (Certification of Foreign Intermediary Status) with all appropriate attachments, IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or IRS Form W-8ECI (Certification of Foreign Person’s 's Claim for Exemption from Withholding on Income Effectively Connected with Conduct of a U.S. Trade or Business) or any successors to such IRS forms) that the Issuer or its agents may reasonably request and shall update or replace such form or certification in accordance with its terms or its subsequent amendments. The Noteholder understands that the Issuer may require certification acceptable to it (i) to permit the Issuer to make payments to it without, or at a reduced rate of, withholding or (ii) to enable the Issuer to qualify for a reduced rate of withholding or back-up withholding in any jurisdiction from or through which the Issuer receives payments on its assets. The Noteholder agrees to provide any such certification that is requested by the Issuer. If such forms are not provided or if any tax or other governmental charge shall otherwise become payable by or on behalf of the Indenture Administrator, including any tax or governmental charge required to be withheld from any payment made by the Indenture Administrator under the provisions of any applicable law or regulation with respect to the Notes, such tax or governmental charge shall be payable by the Noteholder and may be withheld by the Indenture Administrator. The Issuer and the Indenture Administrator shall have the right to refuse the surrender, registration of transfer or exchange of any Note with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Noteholder. (b) The Issuer, the Owner Trustee, the Depositor, the Indenture Trustee and each Noteholder agree to treat such Notes as indebtedness for U.S. federal, state and local income and franchise tax purposes and further agree not to take any action inconsistent with such treatment, unless required by law. (c) It is intended that the Trust be classified for U.S. federal income tax purposes as a mere security devise or, failing such treatment, as a grantor trust or an entity disregarded from its owner, and not as an association (or publicly traded partnership) taxable as a corporation. None of the Issuer, the Depositor, or the Indenture Trustee shall cause the Trust to be treated as an association taxable as a corporation for U.S. federal income tax purposes. No election shall be made to treat the Trust as an association taxable as a corporation without the unanimous consent of all Noteholders. (d) The Administrator shall on behalf of the Issuer prepare, execute and timely file (or cause to be prepared, appropriately executed and timely filed) all federal, state and local tax and information returns, reports, information, statements and schedules required to be filed by or in respect of the Issuer, in accordance with this Indenture and as may be required under applicable tax laws.

Certain Tax Forms and Treatment. (a) Each Noteholder and any beneficial owner of a Note, if required by law, shall timely furnish the Issuer or its agents any U.S. federal income tax form or certification (such as IRS Form W-8BEN (Certification of Foreign Status as Beneficial Owner), Form W-8IMY (Certification of Foreign Intermediary Status) with all appropriate attachments, IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or IRS Form W-8ECI (Certification of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with Conduct of a U.S. Trade or Business) or any successors to such IRS forms) that the Issuer or its agents may reasonably request and shall update or replace such form or certification in accordance with its terms or its subsequent amendments. The Noteholder understands that the Issuer may require certification acceptable to it (i) to permit the Issuer to make payments to it without, or at a reduced rate of, withholding or (ii) to enable the Issuer to qualify for a reduced rate of withholding or back-up withholding in any jurisdiction from or through which the Issuer receives payments on its assets. The Noteholder agrees to provide any such certification that is requested by the Issuer. If such forms are not provided or if any tax or other governmental charge shall otherwise become payable by or on behalf of the Indenture AdministratorTrustee, including any tax or governmental charge required to be withheld from any payment made by the Indenture Administrator Trustee under the provisions of any applicable law or regulation with respect to the Notes, such tax or governmental charge shall be payable by the Noteholder and may be withheld by the Indenture AdministratorTrustee. The Issuer and the Indenture Administrator Trustee shall have the right to refuse the surrender, registration of transfer or exchange of any Note with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Noteholder. (b) The Issuer, the Indenture Trustee and each Noteholder agree to treat such Notes as indebtedness for U.S. federal, state and local income and franchise tax purposes and further agree not to take any action inconsistent with such treatment, unless required by law. (c) It is intended that the Trust be classified for U.S. federal income tax purposes as a mere security devise or, failing such treatment, as a grantor trust or an entity disregarded from its owner, and not as an association (or publicly traded partnership) taxable as a corporation. None of the Issuer, the Depositor, or the Indenture Trustee shall cause the Trust to be treated as an association taxable as a corporation for U.S. federal income tax purposes. No election shall be made to treat the Trust as an association taxable as a corporation without the unanimous consent of all Noteholders. (d) The Administrator shall on behalf of the Issuer prepare, execute and timely file (or cause to be prepared, appropriately executed and timely filed) all federal, state and local tax and information returns, reports, information, statements and schedules required to be filed by or in respect of the Issuer, in accordance with this Indenture and as may be required under applicable tax laws.

Certain Tax Forms and Treatment. (a) Each Noteholder and any beneficial owner of a Note, if required by law, shall timely furnish the Issuer or its agents any U.S. federal income tax form or certification (such as IRS Form W-8BEN (Certification of Foreign Status as Beneficial Owner), Form W-8IMY (Certification of Foreign Intermediary Status) with all appropriate attachments, IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or IRS Form W-8ECI (Certification of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with Conduct of a U.S. Trade or Business) or any successors to such IRS forms) that the Issuer or its agents may reasonably request and shall update or replace such form or certification in accordance with its terms or its subsequent amendments. The Noteholder understands that the Issuer may require certification acceptable to it (i) to permit the Issuer to make payments to it without, or at a reduced rate of, withholding or (ii) to enable the Issuer to qualify for a reduced rate of withholding or back-up withholding in any jurisdiction from or through which the Issuer receives payments on its assets. The Noteholder agrees to provide any such certification that is requested by the Issuer. If such forms are not provided or if any tax or other governmental charge shall otherwise become payable by or on behalf of the Indenture Administrator, including any tax or governmental charge required to be withheld from any payment made by the Indenture Administrator under the provisions of any applicable law or regulation with respect to the Notes, such tax or governmental charge shall be payable by the Noteholder and may be withheld by the Indenture Administrator. The Issuer Issuer, the Note Registrar and the Indenture Administrator shall have the right to refuse the surrender, registration of transfer or exchange of any Note with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Noteholder. (b) The Issuer, the Indenture Trustee and each Noteholder agree to treat such Notes as indebtedness for U.S. federal, state and local income and franchise tax purposes and further agree not to take any action inconsistent with such treatment, unless required by law. (c) It is intended that the Trust be classified for U.S. federal income tax purposes as a mere security devise or, failing such treatment, as a grantor trust or an entity disregarded from its owner, and not as an association (or publicly traded partnership) taxable as a corporation. None of the Issuer, the Depositor, or the Indenture Trustee shall cause the Trust to be treated as an association taxable as a corporation for U.S. federal income tax purposes. No election shall be made to treat the Trust as an association taxable as a corporation without the unanimous consent of all Noteholders. (d) The Administrator shall on behalf of the Issuer prepare, execute and timely file (or cause to be prepared, appropriately executed and timely filed) all federal, state and local tax and information returns, reports, information, statements and schedules required to be filed by or in respect of the Issuer, in accordance with this Indenture and as may be required under applicable tax laws.

Certain Tax Forms and Treatment. (a) Each Noteholder and any beneficial owner of a Note, if required by law, shall timely furnish the Issuer or its agents any U.S. federal income tax form or certification (such as IRS Form W-8BEN (Certification of Foreign Status as Beneficial Owner), Form W-8IMY (Certification of Foreign Intermediary Status) with all appropriate attachments, IRS Form W-9 (Request for Taxpayer Identification Number and Certification), or IRS Form W-8ECI (Certification of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with Conduct of a U.S. Trade or Business) or any successors to such IRS forms) that the Issuer or its agents may reasonably request and shall update or replace such form or certification in accordance with its terms or its subsequent amendments. The Noteholder understands that the Issuer may require certification acceptable to it (ia) to permit the Issuer to make payments to it without, or at a reduced rate of, withholding or (iib) to enable the Issuer to qualify for a reduced rate of withholding or back-up withholding in any jurisdiction from or through which the Issuer receives payments on its assets. The Noteholder agrees to provide any such certification that is requested by the Issuer. If such forms are not provided or if any tax or other governmental charge shall otherwise become payable by or on behalf of the Indenture Administrator, including any tax or governmental charge required to be withheld from any payment made by the Indenture Administrator under the provisions of any applicable law or regulation with respect to the Notes, such tax or governmental charge shall be payable by the Noteholder and may be withheld by the Indenture Administrator. The Issuer and the Indenture Administrator shall have the right to refuse the surrender, registration of transfer or exchange of any Note with respect to which such tax or other governmental charge shall be payable until such payment shall have been made by the Noteholder. (b) The Issuer, the Owner Trustee, the Depositor, the Indenture Trustee and each Noteholder agree to treat such Notes as indebtedness for U.S. federal, state and local income and franchise tax purposes and further agree not to take any action inconsistent with such treatment, unless required by law. (c) It is intended that the Trust be classified for U.S. federal income tax purposes as a mere security devise or, failing such treatment, as a grantor trust or an entity disregarded from its owner, and not as an association (or publicly traded partnership) taxable as a corporation. None of the Issuer, the Depositor, or the Indenture Trustee shall cause the Trust Issuer to be treated as a separate entity that is an association taxable as a corporation for U.S. federal income tax purposes. No election shall be made to treat the Trust as an association taxable as a corporation without the unanimous consent of all Noteholders. (d) The Administrator shall on behalf of the Issuer prepare, execute and timely file (or cause to be prepared, appropriately executed and timely filed) all federal, state and local tax and information returns, reports, information, statements and schedules required to be filed by or in respect of the Issuer, in accordance with this Indenture and as may be required under applicable tax laws. (e) The Issuer and the Depositor intend to treat the Notes as indebtedness of the Depositor (or, if both the Issuer and the Depositor are “disregarded entities,” of the sole owner of the Depositor) and the Issuer assets as assets owned by the Depositor (or, if both the Issuer and the Depositor are “disregarded entities,” of the sole owner of the Depositor) for U.S. federal income tax purposes.