Common use of Withholding Taxes; Information Reporting Clause in Contracts

Withholding Taxes; Information Reporting. (a) The Trustee, as trustee of the grantor trust created by this Agreement, shall exclude and withhold from each distribution of principal, premium, if any, and interest and other amounts due under this Agreement or under the Certificates any and all withholding taxes applicable thereto as required by law. The Trustee agrees to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Certificates, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Certificateholders, that it will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will deliver to each such Certificateholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders may reasonably request from time to time. The Trustee agrees to file any other information reports as it may be required to file under United States law. (b) In the event the Trust is characterized as a partnership for U.S. federal income tax purposes, the Company shall (i) file, mail or deliver (or cause to be filed, mailed or delivered) Internal Revenue Form 1065 and any other federal, state or local income tax returns or reports required to be filed, delivered or mailed by the Trust to any taxing authority or any person treated as a partner and (ii) indemnify the Trust against any costs, expenses or penalties imposed on the Trust arising from the classification of the Trust as a partnership.