Common use of Tax Administration Clause in Contracts

Tax Administration. (a) The Issuer and the Certificate Paying Agent, upon direction from the Trustor, will comply with all withholding and backup withholding tax requirements under United States federal (including, without limitation, Sections 1441, 1442, 1445, 1446 and 1471 through 1474 of the Code), state and local law. The Certificate Paying Agent will request, and each Certificateholder and the X-IO Interestholder will provide to the Certificate Paying Agent, such forms or certificates as are necessary to establish an exemption from withholding and backup withholding tax with respect to the Certificateholder or the X-IO Interestholder and any representations and forms as will reasonably be requested by the Issuer to assist it in determining the extent of, and in fulfilling, its withholding and backup withholding tax obligations. Each Certificateholder, by acceptance of a Certificate, and the X-IO Interestholder, by acceptance of the X-IO Interest, agrees to provide to the Certificate Paying Agent, upon its request, the FATCA Information. In addition, each Certificateholder, by acceptance of a Certificate, agrees that the Certificate Paying Agent has the right to withhold any amounts (properly withholdable under law and without any corresponding gross-up) payable to the Certificateholder that fails to comply with the requirements of the preceding sentence. (b) The Certificate Paying Agent, upon direction from the Trustor, will deliver or will cause to be delivered to the Certificateholders and the X-IO Interestholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable each Certificateholder and the X-IO Interestholder to its prepare federal and state income tax returns. In no event will the Certificate Paying Agent or the Delaware Trustee be liable for any liabilities, costs or expenses of the Issuer, the Trustor, the Administrator, the Certificateholders, the X-IO Interestholder or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except the Certificate Paying Agent will be liable for any such liability, cost or expense attributable to any negligence, bad faith or willful misconduct that constitutes or results in a breach by the Certificate Paying Agent of its obligations under this Agreement.

Tax Administration. ‌ (a) The Issuer and the Certificate Paying Agent, upon direction from the Trustor, will comply with all withholding and backup withholding tax requirements under United States federal (including, without limitation, Sections 1441, 1442, 1445, 1446 and 1471 through 1474 of the Code), state and local law. The Certificate Paying Agent will request, and each Certificateholder and the X-IO Interestholder will provide to the Certificate Paying Agent, such forms or certificates as are necessary to establish an exemption from withholding and backup withholding tax with respect to the Certificateholder or the X-IO Interestholder and any representations and forms as will reasonably be requested by the Issuer to assist it in determining the extent of, and in fulfilling, its withholding and backup withholding tax obligations. Each Certificateholder, by acceptance of a Certificate, and the X-IO Interestholder, by acceptance of the X-IO Interest, agrees to provide to the Certificate Paying Agent, upon its request, the FATCA Information. In addition, each Certificateholder, by acceptance of a Certificate, agrees that the Certificate Paying Agent has the right to withhold any amounts (properly withholdable under law and without any corresponding gross-up) payable to the Certificateholder that fails to comply with the requirements of the preceding sentence. (b) The Certificate Paying Agent, upon direction from the Trustor, will deliver or will cause to be delivered to the Certificateholders and the X-IO Interestholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable each Certificateholder and the X-IO Interestholder to its prepare federal and state income tax returns. In no event will the Certificate Paying Agent or the Delaware Trustee be liable for any liabilities, costs or expenses of the Issuer, the Trustor, the Administrator, the Certificateholders, the X-IO Interestholder or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except the Certificate Paying Agent will be liable for any such liability, cost or expense attributable to any negligence, bad faith or willful misconduct that constitutes or results in a breach by the Certificate Paying Agent of its obligations under this Agreement.

Tax Administration. (a) The Issuer and the Certificate Paying Agent, upon direction from the Trustor, will comply with all withholding and backup withholding tax requirements under United States federal (including, without limitation, Sections 1441, 1442, 1445, 1446 and 1471 through 1474 of the Code), state and local law. The Certificate Paying Agent will request, and each Certificateholder Certificateholder, the X-IO Interestholder and the X-IO IO-A Interestholder will provide to the Certificate Paying Agent, such forms or certificates as are necessary to establish an exemption from withholding and backup withholding tax with respect to the Certificateholder Certificateholder, the X-IO Interestholder or the X-IO IO-A Interestholder and any representations and forms as will reasonably be requested by the Issuer to assist it in determining the extent of, and in fulfilling, its withholding and backup withholding tax obligations. Each Certificateholder, by acceptance of a Certificate, and the X-IO Interestholder, by acceptance of the X-IO Interest, and the X-IO-A Interestholder, by acceptance of the X-IO-A Interest, agrees to provide to the Certificate Paying Agent, upon its request, the FATCA Information. In addition, each Certificateholder, by acceptance of a Certificate, agrees that the Certificate Paying Agent has the right to withhold any amounts (properly withholdable under law and without any corresponding gross-up) payable to the Certificateholder that fails to comply with the requirements of the preceding sentence. (b) The Certificate Paying Agent, upon direction from the Trustor, will deliver or will cause to be delivered to the Certificateholders Certificateholders, the X-IO Interestholder and the X-IO IO-A Interestholder such information, reports or statements as may be required by the Code and applicable Treasury Regulations and as may be required to enable each Certificateholder Certificateholder, the X- IO Interestholder and the X-IO IO-A Interestholder to its prepare federal and state income tax returns. In no event will the Certificate Paying Agent or the Delaware Trustee be liable for any liabilities, costs or expenses of the Issuer, the Trustor, the Administrator, the Certificateholders, the X-IO Interestholder and the X-IO-A Interestholder or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty or addition with respect thereto or arising from a failure to comply therewith) except the Certificate Paying Agent will be liable for any such liability, cost or expense attributable to any negligence, bad faith or willful misconduct that constitutes or results in a breach by the Certificate Paying Agent of its obligations under this Agreement.