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 taxes or similar charges are required to be withheld with respect to any amounts paid by or on behalf of the Trustee in respect of the Certificates, to withhold such amounts and timely pay the same to the 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 necessary 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) The Trustee may satisfy certain of its obligations with respect to this Agreement by retaining, at the expense of the Company, a firm of independent public accountants (the "Accountants") which shall (i) be responsible for all tax filing requirements and (ii) perform the obligations of the Trustee in respect of tax filing requirements. The Trustee shall be deemed to have discharged its tax filing obligations under this Agreement upon its retention of the Accountants, and, if the Trustee shall have selected in the Accountants in good faith and without gross negligence, the Trustee shall not have any liability with respect to the default or misconduct of the Accountants. (c) The Trustee, at the request of the Company, will make such United States federal income tax elections as may be necessary to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporation.

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 paid by or on behalf of the Trustee 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 necessary 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 be filed by it under United States law. (b) The Trustee may satisfy certain of its obligations with respect to this Agreement by retaining, at the expense of the Company, a firm of independent public accountants (the "Accountants") which shall (i) be responsible for all tax filing requirements and (ii) perform the obligations of the Trustee in respect of tax filing requirements. The Trustee shall be deemed to have discharged its tax filing obligations under this Agreement upon its retention of the Accountants, and, if the Trustee shall have selected in the Accountants in good faith and without gross negligence, the Trustee shall not have any liability with respect to the default or misconduct of the Accountants. (c) The Trustee, at the request (and expense) of the Company, will make such United States federal income tax elections as may be necessary to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporation.

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 federal United States withholding taxes applicable thereto as required by law. The Trustee agrees to act as such withholding agent and, in connection therewith, whenever any taxes or similar charges are required to be withheld with respect to any amounts paid by or on behalf of the Trustee in respect of the Certificates, to withhold such amounts and timely pay the same to the 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 necessary 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. In the event that any withholding tax is imposed on a payment to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. (b) Any Certificateholder which is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Certificateholder becomes a Certificateholder, (a) so notify the Trustee, (b)(i) provide the Trustee with Internal Revenue Service form W-8BEN, W-8ECI, W-8IMY or W-8EXP, or any substitute or successor form, or (ii) notify the Trustee that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Certificateholder agrees by its acceptance of a Trust Security, on an ongoing basis, to provide like certification should any previously provided form become invalid and to notify the Trustee should subsequent circumstances arise affecting the information provided the Trustee in clauses (a) and (b) above. The Trustee shall be fully protected in relying upon, and each Certificateholder by its acceptance of a Security agrees to indemnify and hold the Trustee harmless against all claims or liability of any kind arising in connection with or related to the Trustee's reliance upon any documents, forms or information provided by any Certificateholder to the Trustee. In addition, if the Trustee has not withheld taxes on any payment made to any Certificateholder, and the Trustee is subsequently required to remit to any taxing authority any such amount not withheld, such Certificateholder shall return such amount to the Trustee upon written demand by the Trustee. The Trustee shall be liable only for direct (but not consequential) damages to any Certificateholder due to the Trustee's violation of the Code and only to the extent such liability is caused by the Trustee's gross negligence or willful misconduct. (c) The Trustee may satisfy certain of its obligations with respect to this Agreement by retaining, at the expense of the Company, a firm of independent public accountants (the "Accountants") which shall (i) be responsible for all tax filing requirements and (ii) perform the obligations of the Trustee in respect of tax filing requirements. The Trustee shall be deemed to have discharged its tax filing obligations under this Agreement upon its retention of the Accountants, and, if the Trustee shall have selected in the Accountants in good faith and without gross negligencenegligence or with the prior approval of or notice to the Company, the Trustee shall not have any liability with respect to the default or misconduct of the Accountants. (cd) The Trustee, at the request and instruction of the Company, will make such United States federal income tax elections as may be necessary to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporation.

Withholding Taxes; Information Reporting. (a) The Trustee, as trustee of the grantor trust created by this Agreement, Indenture Trustee shall exclude and withhold from each distribution of principal, premiumMake-Whole Amount, if any, and interest and other amounts due under this Agreement hereunder or under the Certificates Lessor Notes any and all withholding taxes applicable thereto as required by law. The Indenture Trustee agrees (i) 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 paid by or on behalf of the Trustee payable in respect of the CertificatesLessor Notes, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the CertificateholdersNoteholders and to pay to the Noteholders from amounts received by Paying Agent pursuant hereto such additional amounts so that the net amount actually received by the Noteholders, after reduction for such withheld amounts, shall be equal to the full amount of principal, Make-Whole Amount, interest and other amounts otherwise due and payable hereunder; provided, however, that, notwithstanding the foregoing, the Paying Agent shall be required to pay such additional amounts only if and to the extent that (a) the Facility Lessee is required to indemnify the Noteholders for such amounts under Section 9 of the Participation Agreement and (b) the Facility Lessee has not paid such amounts within three (3) days after notice of nonpayment, (ii) that it will file any necessary withholding tax returns or statements when due, and (iii) that, as promptly as possible after the payment thereof, it will deliver to each such Certificateholder necessary Noteholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders Noteholders may reasonably request from time to time. The Indenture Trustee agrees to file any other information reports as it may be required to file under United States law. . Any Noteholder which is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Noteholder becomes a Noteholder, (a) so notify the Indenture Trustee, (b) The Trustee may satisfy certain of its obligations with respect to this Agreement by retaining, at the expense of the Company, a firm of independent public accountants (the "Accountants") which shall (i) be responsible for all tax filing requirements and provide the Indenture Trustee with Internal Revenue Service form W-8 BEN, W-8 ECI or W-9, as appropriate, or (ii) perform notify the obligations Indenture Trustee that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Noteholder agrees by its acceptance of a Lessor Note, on an ongoing basis, to provide like certification for each taxable year and to notify the Indenture Trustee should subsequent circumstances arise affecting the information provided the Indenture Trustee in respect of tax filing requirementsclauses (a) and (b) above. The Indenture Trustee shall be deemed fully protected in relying upon, and each Noteholder by its acceptance of a Lessor Note hereunder agrees to have discharged its tax filing obligations under this Agreement indemnify and hold the Indenture Trustee harmless against all claims or liability of any kind arising in connection with or related to the Indenture Trustee's reliance upon its retention of any such documents, forms or information provided by such Noteholder to the Accountants, andIndenture Trustee. In addition, if the Indenture Trustee has not withheld taxes on any payment made to any Noteholder, and the Indenture Trustee is subsequently required to remit to any taxing authority any such amount not withheld, such Noteholder shall return such amount to the Indenture Trustee upon written demand by the Indenture Trustee. The Indenture Trustee shall have selected in the Accountants in good faith and without gross negligence, the Trustee shall be liable only for direct (but not have consequential) damages to any liability with respect Noteholder due to the default or misconduct Indenture Trustee's violation of the Accountants. (c) The Code and only to the extent such liability is caused by the Indenture Trustee, at the request 's violation of the Company, will make Code and only to the extent such United States federal income tax elections as may be necessary liability is caused by the Indenture Trustee's failure to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporationact in accordance with its standard of care under this Lease Indenture.

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 paid by or on behalf of the Trustee 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 necessary 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 be filed by it under United States law. (b) The Trustee may satisfy certain of its obligations with respect to this Agreement by retaining, at the expense of the Company, a firm of independent public accountants (the "Accountants") which shall (i) be ----------- responsible for all tax filing requirements and (ii) perform the obligations of the Trustee in respect of tax filing requirements. The Trustee shall be deemed to have discharged its tax filing obligations under this Agreement upon its retention of the Accountants, and, if the Trustee shall have selected in the Accountants in good faith and without gross negligence, the Trustee shall not have any liability with respect to the default or misconduct of the Accountants. (c) The Trustee, at the request (and expense) of the Company, will make such United States federal income tax elections as may be necessary to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporation.

Withholding Taxes; Information Reporting. (a) The Trustee, as trustee of the grantor trust created by this Agreement, Indenture Trustee shall exclude and withhold from each distribution of principal, premiumMake-Whole Amount, if any, and interest and other amounts due under this Agreement hereunder or under the Certificates Lessor Notes any and all withholding taxes applicable thereto as required by law. The Indenture Trustee agrees (i) 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 paid by or on behalf of the Trustee payable in respect of the CertificatesLessor Notes, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the CertificateholdersNoteholders and to pay to the Noteholders from amounts received by Paying Agent pursuant hereto such additional amounts so that the net amount actually received by the Noteholders, after reduction for such withheld amounts, shall be equal to the full amount of principal, Make-Whole Amount, interest and other amounts otherwise due and payable hereunder; provided, however, that, notwithstanding the foregoing, the Paying Agent shall be required to pay such additional amounts only if and to the extent that (a) the Facility Lessee is required to indemnify the Noteholders for such amounts under Section 9 of the Participation Agreement and (b) the Facility Lessee has not paid such amounts within three (3) days after notice of nonpayment, (ii) that it will file any necessary withholding tax returns or statements when due, and (iii) that, as promptly as possible after the payment thereof, it will deliver to each such Certificateholder necessary Noteholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders Noteholders may reasonably request from time to time. The Indenture Trustee agrees to file any other information reports as it may be required to file under United States law. . Any Noteholder which is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Noteholder becomes a Noteholder, (a) so notify the Indenture Trustee, (b) The Trustee may satisfy certain of its obligations with respect to this Agreement by retaining, at the expense of the Company, a firm of independent public accountants (the "Accountants") which shall (i) be responsible for all tax filing requirements and provide the Indenture Trustee with Internal Revenue Service form W-8 BEN, W-8 ECI or W-9, as appropriate, or (ii) perform notify the obligations Indentxxx Xxxxxxx that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Noteholder agrees by its acceptance of a Lessor Note, on an ongoing basis, to provide like certification for each taxable year and to notify the Indenture Trustee should subsequent circumstances arise affecting the information provided the Indenture Trustee in respect of tax filing requirementsclauses (a) and (b) above. The Indenture Trustee shall be deemed fully protected in relying upon, and each Noteholder by its acceptance of a Lessor Note hereunder agrees to have discharged its tax filing obligations under this Agreement indemnify and hold the Indenture Trustee harmless against all claims or liability of any kind arising in connection with or related to the Indenture Trustee's reliance upon its retention of any such documents, forms or information provided by such Noteholder to the Accountants, andIndenture Trustee. In addition, if the Indenture Trustee has not withheld taxes on any payment made to any Noteholder, and the Indenture Trustee is subsequently required to remit to any taxing authority any such amount not withheld, such Noteholder shall return such amount to the Indenture Trustee upon written demand by the Indenture Trustee. The Indenture Trustee shall have selected in the Accountants in good faith and without gross negligence, the Trustee shall be liable only for direct (but not have consequential) damages to any liability with respect Noteholder due to the default or misconduct Indenture Trustee's violation of the Accountants. (c) The Code and only to the extent such liability is caused by the Indenture Trustee, at the request 's violation of the Company, will make Code and only to the extent such United States federal income tax elections as may be necessary liability is caused by the Indenture Trustee's failure to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporationact in accordance with its standard of care under this Lease Indenture.

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 taxes or similar charges are required to be withheld with respect to any amounts paid by or on behalf of the Trustee in respect of the Certificates, to withhold such amounts and timely pay the same to the 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 necessary 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) The Trustee may satisfy certain of its obligations with respect to this Agreement by retaining, at the expense of the Company, a firm of independent public accountants (the "Accountants") which shall (i) be responsible for all tax filing requirements and (ii) perform the obligations of the Trustee in respect of tax filing requirements. The Trustee shall be deemed to have discharged its tax filing obligations under this Agreement upon its retention of the Accountants, and, if the Trustee shall have selected in the Accountants in good faith and without gross negligence, the Trustee shall not have any liability with respect to the default or misconduct of the Accountants. (c) The Trustee, at the request of the Company, will make such United States federal income tax elections as may be necessary to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporation. Section 7.16. Trustee's LiensSection 7.16.

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 taxes or similar charges are required to be withheld with respect to any amounts paid by or on behalf of the Trustee in respect of the Certificates, to withhold such amounts and timely pay the same to the 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 necessary 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) The Trustee may satisfy certain of its obligations with respect to this Agreement by retaining, at the expense of the Company, a firm of independent public accountants (the "Accountants") which shall (i) be responsible for all tax filing requirements and (ii) perform the obligations of the Trustee in respect of tax filing requirements. The Trustee shall be deemed to have discharged its tax filing obligations under this Agreement upon its retention of the Accountants, and, if the Trustee shall have selected in the Accountants in good faith and without gross negligence, the Trustee shall not have any liability with respect to the default or misconduct of the Accountants. (c) The Trustee, at the request of the Company, will make such United States federal income tax elections as may be necessary to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporation. Section 7.16. Trustee's LiensSection 7.16. Trustee's LiensSection 7.16. Trustee's LiensSection 7.16.

Withholding Taxes; Information Reporting. (a) The As to the Certificates of any class, the Trustee, as trustee of the related grantor trust created by this Agreement, shall exclude and withhold from each distribution of principal, premiumAdditional Payments, if any, and interest and other amounts due under this Agreement or under the Certificates of such class (a "Distribution") any and all withholding and backup withholding taxes applicable thereto as required by United States federal, state and local law. The Trustee on behalf of the Trust shall request, and the Certificateholders shall provide to the Trust, such forms or certificates as are necessary to establish an exemption from withholding and backup withholding with respect to each Certificateholder, and representations and forms as shall reasonably be requested by the Trustee on behalf of the Trust to assist it in determining the extent of, and in fulfilling, its withholding and backup withholding tax obligations. 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 paid by or on behalf of the Trustee payable in respect of the CertificatesCertificates of such class, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the CertificateholdersCertificateholders of such class, that it will shall file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will shall deliver to each such Certificateholder necessary appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders of such class 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) The Trustee may satisfy certain of its obligations . To the extent that the Trust is required to withhold and pay over any amounts to any jurisdiction with respect to this Agreement by retainingDistributions to any Certificateholder, at the expense of the Company, a firm of independent public accountants (the "Accountants") which shall (i) be responsible for all tax filing requirements and (ii) perform the obligations of the Trustee in respect of tax filing requirements. The Trustee amount withheld shall be deemed to have discharged its tax filing obligations under this Agreement upon its retention be a Distribution in the amount of the Accountantswithholding to the Certificateholder. In the event of any claimed over withholding, and, if Certificateholders shall be limited to an action against the Trustee shall have selected in applicable jurisdiction. If the Accountants in good faith and without gross negligenceamount 50 56 [(2000-2) PASS THROUGH TRUST AGREEMENT] required to be withheld was not withheld from actual Distributions made, the Trustee shall not have any liability with respect to the default or misconduct on behalf of the AccountantsTrust may reduce subsequent Distributions by the amount of such required withholding. (c) The Trustee, at the request of the Company, will make such United States federal income tax elections as may be necessary to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporation.

Withholding Taxes; Information Reporting. (a) The Trustee, as trustee of Security Trustee and the grantor trust created by this Agreement, Borrower shall exclude be permitted to deduct and withhold from each distribution of principal, premium, if any, and interest and other amounts payment due under this Agreement hereunder or under the Certificates any other Operative Document any and all withholding taxes present or future Taxes or similar charges applicable thereto as required by law. The Trustee agrees to act as such withholding agent and, in connection therewith, whenever Whenever any taxes present or future Taxes or similar charges are required to be withheld or deducted with respect to any amounts paid by payable to any Lender hereunder or on behalf of under any other Operative Document, the Security Trustee in respect of or the CertificatesBorrower, to as applicable, will 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 necessary Lender appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders Lender 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) The If the Security Trustee may satisfy certain of or Borrower is required by law to withhold U.S. federal withholding Tax from any amounts payable hereunder or under any other Operative Document to a Relevant Lender (whether an Original Lender or a Lender that acquires its obligations Commitments and/or its Loans after the Closing Date) with respect to this Agreement by retaining, at the expense of the Company, an applicable interest in a firm of independent public accountants (the "Accountants") which shall (i) be responsible for all tax filing requirements Loan or Commitment and (ii) perform the obligations of the Trustee in respect of tax filing requirements. The Trustee shall be deemed to have discharged its tax filing obligations under this Agreement upon its retention of the Accountants, and, if the Trustee shall have selected in the Accountants in good faith and without gross negligence, the Trustee shall such withholding would not have any liability been required but for a Tax Law Change that results in such Relevant Lender’s failure to qualify for a complete exemption from U.S. federal income Tax with respect to payments hereunder or under any other Operative Document, then, the default or misconduct Borrower shall promptly pay to the Security Trustee for the account of the Accountants. (c) The Trustee, at the request of the Company, will make such United States federal income tax elections Relevant Lender such additional amounts as may be necessary so that, after all required withholdings for U.S. federal withholding Tax resulting from such Tax Law Change, such Relevant Lender receives the amount it would have received had no such required withholdings resulting from such Tax Law Change been made; provided that no such additional amounts shall be payable with respect to prevent the Trust from being classified for federal income tax purposes as an association taxable any such Tax that is imposed (w) as a corporation.result of the inaccuracy in or breach by such Relevant Lender of any of its representations, warranties or covenants contained in any Operative Document (including, without limitation, its failure to provide Internal Revenue Service forms pursuant to Section 2.3(d)) or the inaccuracy or incompleteness of any form or document furnished by such Relevant Lender, (x) on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, imposed (A) as a result of such Relevant Lender being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (B) as a result of any present or former connection between such Relevant Lender and the jurisdiction imposing such Tax, other than a connection arising solely from such Relevant Xxxxxx’s having executed, delivered, enforced, performed its obligations

Withholding Taxes; Information Reporting. (a) The As to the ---------------------------------------- Certificates of any class, the Trustee, as trustee of the related grantor trust created by this Agreement, shall exclude and withhold from each distribution of principal, premiumAdditional Payments, if any, and interest and other amounts due under this Agreement or under the Certificates of such class (a "Distribution") any and all withholding and backup withholding taxes applicable thereto as required by United States federal, state and local law. The Trustee on behalf of the Trust shall request, and the Certificateholders shall provide to the Trust, such forms or certificates as are necessary to establish an exemption from withholding and backup withholding with respect to each Certificateholder, and representations and forms as shall reasonably be requested by the Trustee on behalf of the Trust to assist it in determining the extent of, and in fulfilling, its withholding and backup withholding tax obligations. 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 paid by or on behalf of the Trustee payable in respect of the CertificatesCertificates of such class, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the CertificateholdersCertificateholders of such class, that it will shall file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will shall deliver to each such Certificateholder necessary appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders of such class 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) The Trustee may satisfy certain of its obligations . To the extent that the Trust is required to withhold and pay over any amounts to any jurisdiction with respect to this Agreement by retainingDistributions to any Certificateholder, at the expense of the Company, a firm of independent public accountants (the "Accountants") which shall (i) be responsible for all tax filing requirements and (ii) perform the obligations of the Trustee in respect of tax filing requirements. The Trustee amount withheld shall be deemed to have discharged its tax filing obligations under this Agreement upon its retention be a Distribution in the amount of the Accountantswithholding to the Certificateholder. In the event of any claimed over withholding, and, if Certificateholders shall be limited to an action against the Trustee shall have selected in applicable jurisdiction. If the Accountants in good faith and without gross negligenceamount required to be withheld was not withheld from actual Distributions made, the Trustee shall not have any liability with respect to the default or misconduct on behalf of the AccountantsTrust may reduce subsequent Distributions by the amount of such required withholding. (c) The Trustee, at the request of the Company, will make such United States federal income tax elections as may be necessary to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporation.

Withholding Taxes; Information Reporting. (a) The Pass Through Trustee, as trustee of the a grantor trust created by this Agreementtrust, shall exclude and withhold from each distribution of principal, premiumMake-Whole Amount, if any, and interest and other amounts due under this Agreement hereunder or under the Certificates any and all withholding taxes applicable thereto as required by law. The Pass Through 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 paid by or on behalf of the Trustee 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 necessary appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders may reasonably request from time to time. The Pass Through Trustee agrees to file any other information reports as it may be required to file under United States law. (b) The . To the extent that the Pass Through Trustee may satisfy certain of its obligations fails, with respect to this Agreement any Certificateholder, to withhold and pay over any such taxes to the appropriate taxing authority, the Pass Through Trustee shall, upon a claim being made for such taxes by retainingsuch authority, at the expense and before making any claim to Union for indemnification under Section 7.1 of the CompanyParticipation Agreement (if such indemnification would otherwise be permissible thereunder), a firm take all reasonable steps to recover such taxes from such Certificateholder, including, without limitation, withholding the amount of independent public accountants such taxes from subsequent distributions, if any, to such Certificateholder. To the extent that the Pass Through Trustee receives any amount from Union for indemnification of such taxes which the Pass Through Trustee thereafter recovers from the appropriate Certificateholder (including by withholding from subsequent distributions to such Certificateholder), the "Accountants") which Pass Through Trustee shall (i) be responsible for all tax filing requirements and (ii) perform the obligations of the Trustee in respect of tax filing requirementsreimburse Union therefor. The Pass Through Trustee shall be deemed permitted to have discharged its tax filing obligations under this Agreement rely upon its retention any certificate presented by a Certificateholder claiming an exemption from withholding absent negligence or willful misconduct on the part of the Accountants, and, if the Trustee shall have selected in the Accountants in good faith and without gross negligence, the Trustee shall not have any liability with respect to the default or misconduct of the AccountantsPass Through Trustee. (c) The Trustee, at the request of the Company, will make such United States federal income tax elections as may be necessary to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporation.

Withholding Taxes; Information Reporting. (a) The As to the ---------------------------------------- Certificates of any class, the Trustee, as trustee of the related grantor trust created by this Agreement, shall exclude and withhold from each distribution of principal, premiumAdditional Payments, if any, and interest and other amounts due under this Agreement or under the Certificates of such class (a "Distribution") any and all withholding and backup withholding taxes applicable thereto as required by United States federal, state and local law. The Trustee on behalf of the Trust shall request, and the Certificateholders shall provide to the Trust, such forms or certificates as are necessary to establish an exemption from withholding and backup withholding with respect to each Certificateholder, and representations and forms as shall reasonably be requested by the Trustee on behalf of the Trust to assist it in determining the extent of, and in fulfilling, its withholding and backup withholding tax obligations. 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 paid by or on behalf of the Trustee payable in respect of the CertificatesCertificates of such class, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the CertificateholdersCertificateholders of such class, that it will shall file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will shall deliver to each such Certificateholder necessary appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders of such class 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) The Trustee may satisfy certain of its obligations . To the extent that the Trust is required to withhold and pay over any amounts to any jurisdiction with respect to this Agreement by retainingDistributions to any Certificateholder, at the expense of the Company, a firm of independent public accountants (the "Accountants") which shall (i) be responsible for all tax filing requirements and (ii) perform the obligations of the Trustee in respect of tax filing requirements. The Trustee amount withheld shall be deemed to have discharged its tax filing obligations under this Agreement upon its retention be a Distribution in the amount of the Accountantswithholding to the Certificateholder. In the event of any claimed over withholding, and, if Certificateholders shall be limited to an action against the Trustee shall have selected in applicable jurisdiction. If the Accountants in good faith and without gross negligenceamount required to be withheld was not withheld from actual Distributions made, the Trustee shall not have any liability with respect to the default or misconduct on behalf of the Accountants. (c) The Trustee, at Trust may reduce subsequent Distributions by the request amount of the Company, will make such United States federal income tax elections as may be necessary to prevent the required withholding. [2001-1 Pass Through Trust from being classified for federal income tax purposes as an association taxable as a corporation.Agreement]

Withholding Taxes; Information Reporting. (a) The Pass Through Trustee, as trustee of the a grantor trust created by this Agreementtrust, shall exclude and withhold from each distribution of principal, premiumMake-Whole Amount, if any, and interest and other amounts due under this Agreement hereunder or under the Certificates any and all withholding taxes applicable thereto as required by law. The Pass Through 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 paid by or on behalf of the Trustee 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 necessary appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders may reasonably request from time to time. The Pass Through Trustee agrees to file any other information reports as it may be required to file under United States law. (b) The . To the extent that the Pass Through Trustee may satisfy certain of its obligations fails, with respect to this Agreement any Certificateholder, to withhold and pay over any such taxes to the appropriate taxing authority, the Pass Through Trustee shall, upon a claim being made for such taxes by retainingsuch authority, at the expense and before making any claim to Union for indemnification under Section 7.1 of the CompanyParticipation Agreement (if such indemnification would otherwise be permissible thereunder), a firm take all reasonable steps to recover such taxes from such Certificateholder, including, without limitation, withholding the amount of independent public accountants such taxes from subsequent distributions, if any, to such Certificateholder. To the extent that the Pass Through Trustee receives any amount from Union for indemnification of such taxes which the Pass Through Trustee thereafter recovers from the appropriate Certificateholder (including by withholding from subsequent distributions to such Certificateholder), the "Accountants") which Pass Through Trustee shall (i) be responsible for all tax filing requirements and (ii) perform the obligations of the Trustee in respect of tax filing requirementsreimburse Union therefor. The Pass Through Trustee shall be deemed permitted to have discharged its tax filing obligations under this Agreement rely upon its retention any certificate presented by a Certificateholder claiming an exemption from withholding absent bad faith on the part of the Accountants, and, if the Trustee shall have selected in the Accountants in good faith and without gross negligence, the Trustee shall not have any liability with respect to the default or misconduct of the AccountantsPass Through Trustee. (c) The Trustee, at the request of the Company, will make such United States federal income tax elections as may be necessary to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporation.

Withholding Taxes; Information Reporting. (a) The TrusteeIndenture Trustee shall comply with all backup withholding tax and information reporting requirements that it is required to comply with under Applicable Law (including the Code and the Treasury regulations issued thereunder) in respect of any payment on, as trustee of or in respect 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 lawNotes. The Indenture Trustee agrees to that it shall 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 paid by or on behalf of the Trustee distributable in respect of the CertificatesNotes, to that it shall withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the CertificateholdersNoteholders, that it will shall file any necessary withholding tax returns or statements when due, due and that, as promptly as possible after the payment thereof, it will shall deliver to each such Certificateholder necessary Noteholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders Noteholder may reasonably request from time to time. The Indenture Trustee agrees to file any other information reports as it may be required to file under United States lawwith respect to taxes. For purposes of reporting on Internal Revenue Service Form 1041 (and any statement attached thereto) or any successor form thereto, the Indenture Trustee shall separately set forth information reported with respect to the Notes. In order to comply with certification, identification, information, documentation or other reporting requirements, the Noteholders shall be required to provide the Indenture Trustee with all reasonably requested forms (including Internal Revenue Service Forms W-8BEN, W-8IMY, W-8ECI, W-8EXP, W-9 and other applicable forms). (b) The Trustee may satisfy Pursuant to the Origination Agreement, the Bank has agreed, except in certain of its obligations with respect to this Agreement by retainingcircumstances, at the expense of the Company, a firm of independent public accountants (the "Accountants") which shall (i) be responsible for that all tax filing requirements and (ii) perform the obligations of the Trustee distributions in respect of tax filing requirementsthe Notes or otherwise under the Transaction Documents, whether in respect of interest, principal or other amounts, shall be made without deduction or withholding for any Taxes unless such Taxes are required by any taxing authority to be deducted or withheld. Further, if any such Taxes are required to be deducted or withheld, then the Bank, subject to certain exceptions provided in the Origination Agreement, has agreed to pay for the benefit of the applicable recipients such Additional Amounts as would have been received by them had no such Taxes been required. To the extent any such Additional Amounts are received by the Indenture Trustee, it shall distribute such amounts to the Noteholder(s), Enhancers or other Persons entitled thereto. The Indenture Trustee shall be deemed provide copies of any documentation relating to have discharged its tax filing obligations under this Agreement upon its retention such amounts to the applicable recipients in accordance with Section 4.13(c) of the Accountants, and, if the Trustee shall have selected in the Accountants in good faith and without gross negligence, the Trustee shall not have any liability with respect to the default or misconduct of the AccountantsOrigination Agreement. (c) The Trustee, at the request of the Company, will make such United States federal income tax elections as may be necessary to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporation.

Withholding Taxes; Information Reporting. (a) The Trustee, as trustee of the grantor trust created by this Agreement, ---------------------------------------- Paying Agent shall exclude and withhold from each distribution of principal, premium, if any, and interest and other amounts due under this Agreement hereunder or under the Certificates any and all withholding taxes applicable thereto as required by law. The Trustee Paying Agent agrees (i) 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 paid by or on behalf of the Trustee 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, (ii) that it will file any necessary withholding tax returns or statements when due, and (iii) that, as promptly as possible after the payment thereof, it will deliver to each such Certificateholder necessary documentation showing within 60 days after the date that the payment thereofof any taxes so deducted or withheld is due pursuant to applicable law, together with either certified copies of tax receipts evidencing such additional documentary payment by or on behalf of the Trust or, if such receipts are not obtainable, other evidence as of such Certificateholders may reasonably request from time to timepayments by or on behalf of the Trust. The Trustee Paying Agent agrees to file any other information reports as it may be required to file under United States law. If the Company, the Trust or the Pass Through Trustee become aware that any such deduction or withholding is or will be required, such party shall immediately notify the Paying Agent and supply all available details thereof and all such other information as shall reasonably be required to enable the Paying Agent to comply with the requirements of this Section 8.16. (b) The Pass Through Trustee may agrees to cause to be prepared and filed on behalf of the Trust any and all tax and information reports and filings required under United States law and the laws of the State of Delaware. The Pass Through Trustee shall be entitled to satisfy certain of its obligations with respect to this Agreement Section 8.16(b) by retaining, at the expense of the CompanyDepositor, a firm of independent public accountants (the "Accountants") accountants, selected in good faith, which shall (i) be responsible for all tax filing requirements and (ii) perform the obligations of the Pass Through Trustee in respect of tax filing requirements. The Trustee shall be deemed to have discharged its tax filing obligations under this Agreement upon its retention of the Accountants, and, if the Trustee shall have selected in the Accountants in good faith and without gross negligence, the Trustee shall not have any liability with respect to the default or misconduct of the Accountantshereunder. (c) The Trustee, at the request of the Company, will make such United States federal income tax elections as may be necessary to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporation.

Withholding Taxes; Information Reporting. (a) The Pass Through Trustee, as trustee of the a grantor trust created by this Agreementtrust, shall exclude and withhold from each distribution of principal, premiumMake-Whole Amount, if any, and interest and other amounts due under this Agreement hereunder or under the Certificates any and all withholding taxes applicable thereto as required by law. The Pass Through 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 paid by or on behalf of the Trustee 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 necessary appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders may reasonably request from time to time. The Pass Through Trustee agrees to file any other information reports as it may be required to file under United States law. (b) The . To the extent that the Pass Through Trustee may satisfy certain of its obligations fails, with respect to this Agreement any Certificateholder, to withhold and pay over any such taxes to the appropriate taxing authority, the Pass Through Trustee shall, upon a claim being made for such taxes by retainingsuch authority, at and before making any claim to the expense Company for indemnification under Section 7.1 of the CompanyParticipation Agreement (if such indemnification would otherwise be permissible thereunder), a firm take all reasonable steps to recover such taxes from such Certificateholder, including, without limitation, withholding the amount of independent public accountants such taxes from subsequent distributions, if any, to such Certificateholder. To the extent that the Pass Through Trustee receives any amount from the Company for indemnification of such taxes which the Pass Through Trustee thereafter recovers from the appropriate Certificateholder (including by withholding from subsequent distributions to such Certificateholder), the "Accountants") which Pass Through Trustee shall (i) be responsible for all tax filing requirements and (ii) perform reimburse the obligations of the Trustee in respect of tax filing requirementsCompany therefor. The Pass Through Trustee shall be deemed permitted to have discharged its tax filing obligations under this Agreement rely upon its retention any certificate presented by a Certificateholder claiming an exemption from withholding absent bad faith on the part of the Accountants, and, if the Trustee shall have selected in the Accountants in good faith and without gross negligence, the Trustee shall not have any liability with respect to the default or misconduct of the AccountantsPass Through Trustee. (c) The Trustee, at the request of the Company, will make such United States federal income tax elections as may be necessary to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporation.

Withholding Taxes; Information Reporting. (a) The Trustee, as trustee Indenture Trustee shall comply with all backup withholding tax and information reporting requirements that it is required to comply with under Applicable Law of the grantor trust created by this AgreementUnited States (including the Code and the United States Treasury regulations issued thereunder) in respect of any payment under, shall exclude and withhold from each distribution of principalor in respect of, 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 lawTransaction Documents. The Indenture Trustee agrees to that it shall act as such withholding agent and, in connection therewith, whenever any taxes present or future Taxes or similar charges are required to be withheld with respect to any amounts paid by or on behalf of the Trustee payable in respect of the CertificatesTransaction Documents, to that it shall withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Certificateholdersapplicable Beneficiaries, that it will shall file any necessary withholding tax returns or statements when due, due and that, as promptly as possible after the payment thereof, it will shall deliver to each such Certificateholder necessary applicable Beneficiary appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders Beneficiary may reasonably request in writing from time to time. The Indenture Trustee agrees to file any other information reports as it may be required to file with respect to such Taxes. In order to comply with certification, identification, information, documentation or other reporting requirements, each Beneficiary shall be required to provide the Indenture Trustee with all reasonably requested forms (including Internal Revenue Service Forms W-8BEN, W-8BEN-E, W-8IMY, W-8ECI, W-8EXP, 6166, W-9 and other applicable forms). Notwithstanding the foregoing, the parties hereto hereby acknowledge the responsibilities of the Company pursuant to Section 2.14 and the Indenture Trustee shall not (except to the extent required by Applicable Law) be obligated to perform any duties specifically stated to be the responsibility of the Company pursuant to such Section. For the purpose of clarification, the Indenture Trustee is responsible under United States lawthis paragraph only with respect to payments made directly by it and thus not payments or distributions made by the Company, DTC (or any successor thereof) or any other Person. (b) The Trustee may satisfy certain To the extent that the Company makes a payment of its obligations with respect Additional Amounts pursuant to this Agreement by retainingSection 2.14 to the Indenture Trustee, at the expense of the Company, a firm of independent public accountants (the "Accountants") which shall (i) be responsible for all tax filing requirements and (ii) perform the obligations of the Trustee in respect of tax filing requirements. The Indenture Trustee shall be deemed to have discharged its tax filing obligations under this Agreement upon its retention of the Accountants, and, if the Trustee shall have selected in the Accountants in good faith and without gross negligence, the Trustee shall not have any liability with respect distribute such amounts to the default or misconduct of the AccountantsNoteholders and/or other Person(s) entitled thereto. (c) The Trustee, at the request of the Company, will make such United States federal income tax elections as may be necessary to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporation.

Withholding Taxes; Information Reporting. (a) The Pass Through Trustee, as trustee of the a grantor trust created by this Agreementtrust, shall exclude and withhold from each distribution of principal, premiumMake-Whole Amount, if any, and interest and other amounts due under this Agreement hereunder or under the -45- 52 Certificates any and all withholding taxes applicable thereto as required by law. The Pass Through 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 paid by or on behalf of the Trustee 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 necessary appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders may reasonably request from time to time. The Pass Through Trustee agrees to file any other information reports as it may be required to file under United States law. (b) The . To the extent that the Pass Through Trustee may satisfy certain of its obligations fails, with respect to this Agreement any Certificateholder, to withhold and pay over any such taxes to the appropriate taxing authority, the Pass Through Trustee shall, upon a claim being made for such taxes by retainingsuch authority, at the expense and before making any claim to Union for indemnification under Section 7.1 of the CompanyParticipation Agreement (if such indemnification would otherwise be permissible thereunder), a firm take all reasonable steps to recover such taxes from such Certificateholder, including, without limitation, withholding the amount of independent public accountants such taxes from subsequent distributions, if any, to such Certificateholder. To the extent that the Pass Through Trustee receives any amount from Union for indemnification of such taxes which the Pass Through Trustee thereafter recovers from the appropriate Certificateholder (including by withholding from subsequent distributions to such Certificateholder), the "Accountants") which Pass Through Trustee shall (i) be responsible for all tax filing requirements and (ii) perform the obligations of the Trustee in respect of tax filing requirementsreimburse Union therefor. The Pass Through Trustee shall be deemed permitted to have discharged its tax filing obligations under this Agreement rely upon its retention any certificate presented by a Certificateholder claiming an exemption from withholding absent bad faith on the part of the Accountants, and, if the Trustee shall have selected in the Accountants in good faith and without gross negligence, the Trustee shall not have any liability with respect to the default or misconduct of the AccountantsPass Through Trustee. (c) The Trustee, at the request of the Company, will make such United States federal income tax elections as may be necessary to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporation.

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 paid by or on behalf of the Trustee 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 necessary 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) The Trustee may satisfy certain of its obligations with respect to this Agreement by retaining, at the expense of the Company, a firm of independent public accountants (the "Accountants") which shall (i) be responsible for all tax filing requirements and (ii) perform the obligations of the Trustee in respect of tax filing requirements. The Trustee shall be deemed to have discharged its tax filing obligations under this Agreement upon its retention of the Accountants, and, if the Trustee shall have selected in the Accountants in good faith and without gross negligence, the Trustee shall not have any liability with respect to the default or misconduct of the Accountants. (c) The Trustee, at the request of the Company, will make such United States federal income tax elections as may be necessary to prevent the Trust from being classified for federal income tax purposes as an association taxable as a corporation.