Common use of Withholding Taxes; Information Reporting Clause in Contracts

Withholding Taxes; Information Reporting. The Indenture Trustee shall exclude and withhold from each distribution of principal, Make-Whole Amount, if any, and interest and other amounts due hereunder or under the 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 payable in respect of the Lessor Notes, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Noteholders 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 Noteholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Noteholders may reasonably request from time to time. The Indenture Trustee agrees to file any other information 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) (i) provide the Indenture Trustee with Internal Revenue Service form W-8 BEN, W-8 ECI or W-9, as appropriate, or (ii) notify the 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 clauses (a) and (b) above. The Indenture Trustee shall be fully protected in relying upon, and each Noteholder by its acceptance of a Lessor Note hereunder agrees to 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 any such documents, forms or information provided by such Noteholder to the Indenture 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 be liable only for direct (but not consequential) damages to any Noteholder due to the Indenture Trustee's violation of the Code and only to the extent such liability is caused by the Indenture Trustee's violation of the Code and only to the extent such liability is caused by the Indenture Trustee's failure to act in accordance with its standard of care under this Lease Indenture.

Withholding Taxes; Information Reporting. The Indenture Trustee shall exclude and withhold from each distribution of principal, Make-Whole Amount, if any, and interest and other amounts due hereunder or under the 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 payable in respect of the Lessor Notes, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Noteholders 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 Noteholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Noteholders may reasonably request from time to time. The Indenture Trustee agrees to file any other information 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) (i) provide the Indenture Trustee with Internal Revenue Service form W-8 BEN, W-8 ECI or W-9, as appropriate, or (ii) notify the Indenture Trustee 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 clauses (a) and (b) above. The Indenture Trustee shall be fully protected in relying upon, and each Noteholder by its acceptance of a Lessor Note hereunder agrees to 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 any such documents, forms or information provided by such Noteholder to the Indenture 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 be liable only for direct (but not consequential) damages to any Noteholder due to the Indenture Trustee's violation of the Code and only to the extent such liability is caused by the Indenture Trustee's violation of the Code and only to the extent such liability is caused by the Indenture Trustee's failure to act in accordance with its standard of care under this Lease Indenture.

Withholding Taxes; Information Reporting. The Indenture Trustee Pass Through Trustee, as trustee of a grantor trust, shall exclude and withhold from each distribution of principal, Make-Whole Amount, if any, and interest and other amounts due hereunder or under the Lessor Notes -45- 52 Certificates any and all withholding taxes applicable thereto as required by law. The Indenture Pass Through 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 payable in respect of the Lessor NotesCertificates, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Noteholders 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 NoteholdersCertificateholders, 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 Noteholder Certificateholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Noteholders Certificateholders may reasonably request from time to time. The Indenture Pass Through 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 To the laws of a jurisdiction outside extent that the United States Pass Through Trustee fails, with respect to any Certificateholder, to withhold and pay over any such taxes to the appropriate taxing authority, the Pass Through Trustee shall, on or prior upon a claim being made for such taxes by such authority, and before making any claim to Union for indemnification under Section 7.1 of the date Participation Agreement (if such Noteholder becomes indemnification would otherwise be permissible thereunder), take all reasonable steps to recover such taxes from such Certificateholder, including, without limitation, withholding the amount of 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 Pass Through Trustee shall reimburse Union therefor. The Pass Through Trustee shall be permitted to rely upon any certificate presented by a Noteholder, (a) so notify the Indenture Trustee, (b) (i) provide the Indenture Trustee with Internal Revenue Service form W-8 BEN, W-8 ECI or W-9, as appropriate, or (ii) notify the Indenture Trustee that it is not entitled to Certificateholder claiming an exemption from United States withholding tax or a reduction in absent bad faith on 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 clauses (a) and (b) above. The Indenture Trustee shall be fully protected in relying upon, and each Noteholder by its acceptance of a Lessor Note hereunder agrees to 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 any such documents, forms or information provided by such Noteholder to the Indenture 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 be liable only for direct (but not consequential) damages to any Noteholder due to the Indenture Trustee's violation part of the Code and only to the extent such liability is caused by the Indenture Pass Through Trustee's violation of the Code and only to the extent such liability is caused by the Indenture Trustee's failure to act in accordance with its standard of care under this Lease Indenture.

Withholding Taxes; Information Reporting. The Indenture Trustee Pass Through Trustee, as trustee of a grantor trust, shall exclude and withhold from each distribution of principal, Make-Whole Amount, if any, and interest and other amounts due hereunder or under the Lessor Notes Certificates any and all withholding taxes applicable thereto as required by law. The Indenture Pass Through 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 payable in respect of the Lessor NotesCertificates, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Noteholders 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 NoteholdersCertificateholders, 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 Noteholder Certificateholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Noteholders Certificateholders may reasonably request from time to time. The Indenture Pass Through 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 To the laws of a jurisdiction outside extent that the United States Pass Through Trustee fails, with respect to any Certificateholder, to withhold and pay over any such taxes to the appropriate taxing authority, the Pass Through Trustee shall, on or prior upon a claim being made for such taxes by such authority, and before making any claim to Union for indemnification under Section 7.1 of the date Participation Agreement (if such Noteholder becomes indemnification would otherwise be permissible thereunder), take all reasonable steps to recover such taxes from such Certificateholder, including, without limitation, withholding the amount of 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 Pass Through Trustee shall reimburse Union therefor. The Pass Through Trustee shall be permitted to rely upon any certificate presented by a Noteholder, (a) so notify the Indenture Trustee, (b) (i) provide the Indenture Trustee with Internal Revenue Service form W-8 BEN, W-8 ECI or W-9, as appropriate, or (ii) notify the Indenture Trustee that it is not entitled to Certificateholder claiming an exemption from United States withholding tax or a reduction in absent bad faith on 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 clauses (a) and (b) above. The Indenture Trustee shall be fully protected in relying upon, and each Noteholder by its acceptance of a Lessor Note hereunder agrees to 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 any such documents, forms or information provided by such Noteholder to the Indenture 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 be liable only for direct (but not consequential) damages to any Noteholder due to the Indenture Trustee's violation part of the Code and only to the extent such liability is caused by the Indenture Pass Through Trustee's violation of the Code and only to the extent such liability is caused by the Indenture Trustee's failure to act in accordance with its standard of care under this Lease Indenture.

Withholding Taxes; Information Reporting. (a) The Indenture Security Trustee and the Borrower shall exclude be permitted to deduct and withhold from each distribution of principal, Make-Whole Amount, if any, and interest and other amounts payment due hereunder or under the Lessor Notes any other Operative Document any and all withholding taxes present or future Taxes or similar charges applicable thereto as required by law. The Indenture Trustee agrees (i) to act as such withholding agent and, in connection therewith, whenever Whenever any present or future taxes Taxes or similar charges are required to be withheld or deducted with respect to any amounts payable in respect of to any Lender hereunder or under any other Operative Document, the Lessor NotesSecurity Trustee or the Borrower, 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 Noteholders 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 Noteholder such Lender appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Noteholders Lender may reasonably request from time to time. The Indenture (b) If the Security Trustee agrees or Borrower is required by law to file withhold U.S. federal withholding Tax from any amounts payable hereunder or under any other information Operative Document to a Relevant Lender (whether an Original Lender or a Lender that acquires its Commitments and/or its Loans after the Closing Date) with respect to an applicable interest in a Loan or Commitment and such withholding would not have 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 Borrower shall promptly pay to the Security Trustee for the account of such Relevant Lender such additional amounts as it 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 file under United States law. Any Noteholder which any such Tax that is imposed (w) as a 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 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) (i) provide the Indenture Trustee with Internal Revenue Service form W-8 BEN, W-8 ECI or W-9, as appropriateof, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (iior any political subdivision thereof) notify the Indenture Trustee that it is not entitled to an exemption from United States withholding tax or (B) as 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 clauses (a) and (b) above. The Indenture Trustee shall be fully protected in relying upon, and each Noteholder by its acceptance of a Lessor Note hereunder agrees to indemnify and hold the Indenture Trustee harmless against all claims or liability result of any kind arising in present or former connection with or related to the Indenture Trustee's reliance upon any between such documents, forms or information provided by such Noteholder to the Indenture Trustee. In addition, if the Indenture Trustee has not withheld taxes on any payment made to any Noteholder, Relevant Lender and the Indenture Trustee is subsequently required to remit to any taxing authority any jurisdiction imposing such amount not withheldTax, other than a connection arising solely from such Noteholder shall return such amount to the Indenture Trustee upon written demand by the Indenture Trustee. The Indenture Trustee shall be liable only for direct (but not consequential) damages to any Noteholder due to the Indenture Trustee's violation of the Code and only to the extent such liability is caused by the Indenture Trustee's violation of the Code and only to the extent such liability is caused by the Indenture Trustee's failure to act in accordance with Relevant Xxxxxx’s having executed, delivered, enforced, performed its standard of care under this Lease Indenture.obligations

Withholding Taxes; Information Reporting. (a) The Indenture Trustee shall exclude comply with all backup withholding tax and withhold from each distribution information reporting requirements that it is required to comply with under Applicable Law of principalthe United States (including the Code and the United States Treasury regulations issued thereunder) in respect of any payment under, Make-Whole Amountor in respect of, if any, and interest and other amounts due hereunder or under the Lessor Notes any and all withholding taxes applicable thereto as required by lawTransaction Documents. The Indenture Trustee agrees (i) to that it shall act as such withholding agent and, in connection therewith, whenever any present or future taxes Taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Lessor NotesTransaction 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 Noteholders 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 Noteholdersapplicable Beneficiaries, 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 shall file any necessary withholding tax returns or statements when due, due and (iii) that, as promptly as possible after the payment thereof, it will shall deliver to each Noteholder applicable Beneficiary appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Noteholders 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 under United States lawwith respect to such Taxes. Any Noteholder which is organized under the laws of a jurisdiction outside the United States shallIn order to comply with certification, on identification, information, documentation or prior other reporting requirements, each Beneficiary shall be required to the date such Noteholder becomes a Noteholder, (a) so notify the Indenture Trustee, (b) (i) provide the Indenture Trustee with all reasonably requested forms (including Internal Revenue Service form W-8 BENForms W-8BEN, W-8 ECI or W-9W-8BEN-E, as appropriateW-8IMY, or (ii) notify W-8ECI, W-8EXP, 6166, W-9 and other applicable forms). Notwithstanding the Indenture Trustee that it is not entitled foregoing, the parties hereto hereby acknowledge the responsibilities of the Company pursuant 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 clauses (a) and (b) above. The Indenture Trustee shall be fully protected in relying upon, and each Noteholder by its acceptance of a Lessor Note hereunder agrees to 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 any such documents, forms or information provided by such Noteholder to the Indenture Trustee. In addition, if the Indenture Trustee has not withheld taxes on any payment made to any Noteholder, Section 2.14 and the Indenture Trustee is subsequently shall not (except to the extent required by Applicable Law) be obligated to remit perform any duties specifically stated to any taxing authority any be the responsibility of the Company pursuant to such amount not withheldSection. For the purpose of clarification, such Noteholder shall return such amount to the Indenture Trustee upon written demand is responsible under this paragraph only with respect to payments made directly by it and thus not payments or distributions made by the Indenture Trustee. The Indenture Trustee shall be liable only for direct Company, DTC (but not consequentialor any successor thereof) damages to or any Noteholder due to the Indenture Trustee's violation of the Code and only to the extent such liability is caused by the Indenture Trustee's violation of the Code and only to the extent such liability is caused by the Indenture Trustee's failure to act in accordance with its standard of care under this Lease Indentureother Person.

Withholding Taxes; Information Reporting. The Indenture Trustee Pass Through Trustee, as trustee of a grantor trust, shall exclude and withhold from each distribution of principal, Make-Whole Amount, if any, and interest and other amounts due hereunder or under the Lessor Notes Certificates any and all withholding taxes applicable thereto as required by law. The Indenture Pass Through 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 payable in respect of the Lessor NotesCertificates, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Noteholders 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 NoteholdersCertificateholders, 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 Noteholder Certificateholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Noteholders Certificateholders may reasonably request from time to time. The Indenture Pass Through 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 To the laws of a jurisdiction outside extent that the United States Pass Through Trustee fails, with respect to any Certificateholder, to withhold and pay over any such taxes to the appropriate taxing authority, the Pass Through Trustee shall, on or prior upon a claim being made for such taxes by such authority, and before making any claim to the date Company for indemnification under Section 7.1 of the Participation Agreement (if such Noteholder becomes indemnification would otherwise be permissible thereunder), take all reasonable steps to recover such taxes from such Certificateholder, including, without limitation, withholding the amount of 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 Pass Through Trustee shall reimburse the Company therefor. The Pass Through Trustee shall be permitted to rely upon any certificate presented by a Noteholder, (a) so notify the Indenture Trustee, (b) (i) provide the Indenture Trustee with Internal Revenue Service form W-8 BEN, W-8 ECI or W-9, as appropriate, or (ii) notify the Indenture Trustee that it is not entitled to Certificateholder claiming an exemption from United States withholding tax or a reduction in absent bad faith on 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 clauses (a) and (b) above. The Indenture Trustee shall be fully protected in relying upon, and each Noteholder by its acceptance of a Lessor Note hereunder agrees to 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 any such documents, forms or information provided by such Noteholder to the Indenture 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 be liable only for direct (but not consequential) damages to any Noteholder due to the Indenture Trustee's violation part of the Code and only to the extent such liability is caused by the Indenture Pass Through Trustee's violation of the Code and only to the extent such liability is caused by the Indenture Trustee's failure to act in accordance with its standard of care under this Lease Indenture.

Withholding Taxes; Information Reporting. The Indenture Trustee Pass Through Trustee, as trustee of a grantor trust, shall exclude and withhold from each distribution of principal, Make-Whole Amount, if any, and interest and other amounts due hereunder or under the Lessor Notes Certificates any and all withholding taxes applicable thereto as required by law. The Indenture Pass Through 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 payable in respect of the Lessor NotesCertificates, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Noteholders 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 NoteholdersCertificateholders, 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 Noteholder Certificateholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Noteholders Certificateholders may reasonably request from time to time. The Indenture Pass Through 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 To the laws of a jurisdiction outside extent that the United States Pass Through Trustee fails, with respect to any Certificateholder, to withhold and pay over any such taxes to the appropriate taxing authority, the Pass Through Trustee shall, on or prior upon a claim being made for such taxes by such authority, and before making any claim to Union for indemnification under Section 7.1 of the date Participation Agreement (if such Noteholder becomes indemnification would otherwise be permissible thereunder), take all reasonable steps to recover such taxes from such Certificateholder, including, without limitation, withholding the amount of 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 Pass Through Trustee shall reimburse Union therefor. The Pass Through Trustee shall be permitted to rely upon any certificate presented by a Noteholder, (a) so notify the Indenture Trustee, (b) (i) provide the Indenture Trustee with Internal Revenue Service form W-8 BEN, W-8 ECI or W-9, as appropriate, or (ii) notify the Indenture Trustee that it is not entitled to Certificateholder claiming an exemption from United States withholding tax absent negligence or a reduction in willful misconduct on 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 clauses (a) and (b) above. The Indenture Trustee shall be fully protected in relying upon, and each Noteholder by its acceptance of a Lessor Note hereunder agrees to 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 any such documents, forms or information provided by such Noteholder to the Indenture 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 be liable only for direct (but not consequential) damages to any Noteholder due to the Indenture Trustee's violation part of the Code and only to the extent such liability is caused by the Indenture Pass Through Trustee's violation of the Code and only to the extent such liability is caused by the Indenture Trustee's failure to act in accordance with its standard of care under this Lease Indenture.

Withholding Taxes; Information Reporting. The Indenture Trustee 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, Make-Whole AmountAdditional Payments, if any, and interest and other amounts due hereunder under this Agreement or under the Lessor Notes 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 Indenture 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 (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 payable in respect of the Lessor NotesCertificates 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 Noteholders and to pay to the Noteholders from amounts received by Paying Agent pursuant hereto Certificateholders of such additional amounts so that the net amount actually received by the Noteholdersclass, 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 shall file any necessary withholding tax returns or statements when due, and (iii) that, as promptly as possible after the payment thereof, it will shall deliver to each Noteholder such Certificateholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Noteholders Certificateholders of such class 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 To the extent that the Trust is organized under required to withhold and pay over any amounts to any jurisdiction with respect to Distributions to any Certificateholder, the laws amount withheld shall be deemed to be a Distribution in the amount of a jurisdiction outside the United States shall, on or prior withholding to the date such Noteholder becomes a NoteholderCertificateholder. In the event of any claimed over withholding, (a) so notify the Indenture Trustee, (b) (i) provide the Indenture Trustee with Internal Revenue Service form W-8 BEN, W-8 ECI or W-9, as appropriate, or (ii) notify the Indenture Trustee that it is not entitled Certificateholders shall be limited to an exemption from United States withholding tax or a reduction in action against the rate thereof on payments of interestapplicable jurisdiction. Any such Noteholder agrees by its acceptance of a Lessor Note, on an ongoing basis, If the amount 50 56 [(2000-2) PASS THROUGH TRUST AGREEMENT] required 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 clauses (a) and (b) above. The Indenture Trustee shall be fully protected in relying upon, and each Noteholder by its acceptance of a Lessor Note hereunder agrees to 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 any such documents, forms or information provided by such Noteholder to the Indenture Trustee. In addition, if the Indenture Trustee has withheld was not withheld taxes from actual Distributions made, the Trustee on any payment made to any Noteholder, and behalf of 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 Trust may reduce subsequent Distributions by the Indenture Trustee. The Indenture Trustee shall be liable only for direct (but not consequential) damages to any Noteholder due to the Indenture Trustee's violation amount of the Code and only to the extent such liability is caused by the Indenture Trustee's violation of the Code and only to the extent such liability is caused by the Indenture Trustee's failure to act in accordance with its standard of care under this Lease Indenturerequired withholding.