Common use of Indemnity for Taxes Clause in Contracts

Indemnity for Taxes. (a) All payments made by the Issuer to the Funding Agent for the benefit of the Purchasers under this Note Purchase Agreement or any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future stamp or similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Funding Agent or any other Affected Party, in each case imposed by any jurisdiction under the laws of which the Funding Agent or such Affected Party is organized or any political subdivision or taxing authority thereof or therein (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”). If any such Taxes are required to be withheld from any amounts payable to the Funding Agent or any Affected Party hereunder, the amounts so payable to the Funding Agent or such Affected Party shall be increased to the extent necessary to yield to the Funding Agent or such Affected Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer shall indemnify the Funding Agent or any such Affected Party for the full amount of any such Taxes on the first Settlement Date which is not less than ten (10) days after the date of written demand therefor by the Funding Agent. (b) Each Affected Party that is a Non-United States Person shall: (i) deliver to the Issuer and the Funding Agent two duly completed copies of IRS Form W-8 BEN or Form W-8 ECI, or successor applicable form, as the case may be; (ii) deliver to the Issuer and the Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Issuer; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer or the Funding Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, renders all such forms inapplicable or which, regardless of the identity of the Affected Party, would prevent such Affected Party from duly completing and delivering any such form with respect to it, and such Affected Party so advises the Issuer and the Funding Agent. Each such Affected Party so organized shall certify in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as the case may be), (i) it is entitled to receive all payments hereunder without deduction or withholding for or on account of any United States federal Taxes and (ii) it is permitted to take the actions described in the preceding sentence under the laws and any applicable double taxation treaties of the jurisdiction of its head office or any booking office used in connection with this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement form.

Indemnity for Taxes. (a) All payments made by the Issuer to the Administrator or the Funding Agent for the benefit of any related Conduit Purchaser or the Purchasers Committed Purchaser under this Note Purchase Agreement or any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future stamp or similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b)subsection 8.3(b) hereof, and (ii) taxes imposed on the net income of the Administrator, the Funding Agent or any other Affected Party, in each case imposed by any jurisdiction under the laws of which the Administrator, the Funding Agent or such Affected Party is organized or any political subdivision or taxing authority thereof or therein (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “"Taxes”"). If any such Taxes are required to be withheld from any amounts payable to the Administrator, the Funding Agent or any Affected Party hereunder, the amounts so payable to the Administrator, the Funding Agent or such Affected Party shall be increased to the extent necessary to yield to the Administrator, the Funding Agent or such Affected Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer shall indemnify the Administrator, the Funding Agent or and any such Affected Party for the full amount of any such Taxes on the first Settlement Payment Date which is not less than ten (10) days after the date of written demand therefor by the Administrator or the Funding Agent, as applicable. (ba) Each Affected Party that is a Non-United States Person shall: (i) deliver to the Issuer and the Administrator or the Funding Agent Agent, as applicable, two duly completed copies of IRS Form W-8 BEN or Form W-8 ECI, or successor applicable form, as the case may be; (ii) deliver to the Issuer and the Administrator or the Funding Agent Agent, as applicable, two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Issuer; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer Issuer, the Administrator or the Funding Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, renders all such forms inapplicable or which, regardless of the identity of the Affected Party, would prevent such Affected Party from duly completing and delivering any such form with respect to it, and such Affected Party so advises the Issuer and the Administrator or the Funding Agent, as applicable. Each such Affected Party so organized shall certify in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents and warrants to the Issuer and the Administrator or the Funding Agent Agent, as applicable, that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as the case may be), (i) it is entitled to receive all payments hereunder without deduction or withholding for or on account of any United States federal Taxes and (ii) it is permitted to take the actions described in the preceding sentence under the laws and any applicable double taxation treaties of the jurisdiction of its head office or any booking office used in connection with this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Administrator or the Funding Agent Agent, as applicable, and the Issuer a complete and correct replacement form.

Indemnity for Taxes. (a) All Any and all payments and deposits required to be made hereunder or under any other Transaction Document by the Issuer Servicer or the Seller shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding net income, profits or branch profits taxes that are imposed by the United States and franchise, profits, branch profits and net income taxes that are imposed on an Indemnified Party by the state or foreign jurisdiction under the laws of which such Indemnified Party is organized or in which it is a citizen, resident or domiciliary, or the jurisdiction in which any office making or participating in a purchase hereunder is located, or in each case any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Seller or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Indemnified Party, (i) the Seller shall make an additional payment to such Indemnified Party, in an amount sufficient so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Indemnified Party receives an amount equal to the Funding Agent for sum it would have received had no such deductions been made, (ii) the benefit Seller or the Servicer, as the case may be, shall make such deductions and (iii) the Seller or the Servicer, as the case may be, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. (b) In addition, the Seller agrees to pay any present or future stamp or other documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any other Transaction Document or from the execution, delivery or registration of the Purchasers under this Note Purchase Agreement or any other Transaction Document shall be made free and clear of(hereinafter referred to as "Other Taxes"). (c) The Seller will indemnify each Indemnified Party for the full amount of Taxes or Other Taxes (including, and without deduction or withholding for or on account oflimitation, any present Taxes or future stamp or similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Funding Agent or any other Affected Party, in each case Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.14) paid by such Indemnified Party and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within thirty days from the date the Indemnified Party makes written demand therefor (and a copy of such demand shall be delivered to the Administrative Agent and the Managing Agent for such Indemnified Party's Group). A certificate as to the amount of such indemnification submitted to the Seller, the Administrative Agent and the Managing Agent for such Indemnified Party's Group by such Indemnified Party, setting forth, in reasonable detail, the basis for and the calculation thereof, shall be conclusive and binding for all purposes absent manifest error. (d) Each Purchaser or Participant who is organized outside the United States (each, a "Non-U.S. Person") shall, prior to the date hereof (or, in the case of any Person who becomes a Purchaser or a Participant after the date hereof, prior to the date on which it so becomes a Purchaser or a Participant), (x) deliver to the Seller and the Administrative Agent such properly completed and duly executed certificates, documents or other evidence, as required by the IRC or Treasury regulations issued pursuant thereto, including Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required to establish that such payment is (i) not subject to withholding under the laws IRC because such payment is effectively connected with the conduct by such Indemnified Party of which a trade or business in the Funding Agent United States or such Affected Party is organized (ii) totally exempt from United States tax under a provision of an applicable tax treaty and (y) upon request of the Seller or any political subdivision or taxing authority thereof or therein (all such nonexcluded taxesthe Administrative Agent, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”). If any such Taxes are required to be withheld from any amounts payable to the Funding Agent or any Affected Party hereunder, the amounts so payable to the Funding Agent or such Affected Party shall be increased and to the extent it may do so under applicable law, furnish any other government forms which are necessary or required under an applicable tax treaty or otherwise by law to reduce or eliminate any withholding tax; provided, however, that in the event that a Non-U.S. Person is classified as other than a corporation for U.S. federal income tax purposes, such Non-U.S. Person agrees to provide any other form certificate or statement of exemption necessary to yield fully establish such Non-U.S. Person's (and, if applicable, such Non-U.S. Person's beneficial owners') entitlement to the Funding Agent or such Affected Party (after payment a complete exemption from withholding of all Taxes) U.S. taxes on all amounts payable hereunder at the rates or in the amounts specified in to be received by such Non-U.S. Person (or, if applicable, such Non-U.S. Person's beneficial owners') pursuant to this Note Purchase Agreement and the other Transaction Documents. The Issuer Each such Purchaser that changes its funding office shall indemnify promptly notify the Funding Seller and the Administrative Agent of such change and, upon written request from the Seller or the Administrative Agent, shall deliver any such Affected Party for the full amount of any such Taxes on the first Settlement Date which is not less than ten (10) days after the date of written demand therefor by the Funding Agent. (b) Each Affected Party that is a Non-United States Person shall: (i) deliver new certificates, documents or other evidence required pursuant to the Issuer and the Funding Agent two duly completed copies of IRS Form W-8 BEN or Form W-8 ECI, or successor applicable form, as the case may be; (ii) deliver to the Issuer and the Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Issuer; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer or the Funding Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred preceding sentence prior to the immediately following due date on which of any such delivery would otherwise be required which, regardless of payment by the identity of Seller hereunder. Unless the Affected Party, renders all such forms inapplicable or which, regardless of the identity of the Affected Party, would prevent such Affected Party from duly completing and delivering any such form with respect to it, and such Affected Party so advises the Issuer Seller and the Funding Agent. Each Administrative Agent have received forms or other documents satisfactory to them indicating that payments hereunder are not subject to United States withholding tax, notwithstanding paragraph (a), the Seller or the Administrative Agent shall withhold taxes from such Affected Party so organized shall certify payments at the applicable statutory rate in the case of an IRS Form W-8 BEN payments to or IRS Form W-8 ECI (or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of for any United States federal income taxes. Each Affected Indemnified Party which is a Non-United States Person represents and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as the case may be), (i) it is entitled to receive all payments hereunder without deduction or withholding for or on account of any United States federal Taxes and (ii) it is permitted to take the actions described in the preceding sentence organized under the laws and any applicable double taxation treaties of the a jurisdiction of its head office or any booking office used in connection with this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of outside the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are locatedapplicable provisions of paragraph (g) execute and deliver below shall apply to each of the Funding Agent and the Issuer a complete and correct replacement formsuch Purchaser.

Indemnity for Taxes. (a) All payments made by the Issuer Transferor or the Collection Agent to the Administrative Agent or the Funding Agent Agents for the benefit of the Purchasers Transferees under this Note Purchase Agreement or and any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or similar other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, including by reason of changes the method or basis of taxation of any amounts payable to any of the foregoing under the Transferred Interest, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Administrative Agent, the Funding Agent Agents or any other Affected Indemnified Party, however denominated, and (ii) franchise taxes imposed on the net income of the Administrative Agent, the Funding Agents or any other Indemnified Party, in each case imposed imposed: (1) by the United States or any political subdivision or taxing authority thereof or therein; (2) by any jurisdiction under the laws of which the Administrative Agent, the Funding Agent Agents or such Affected Indemnified Party or lending office is organized or in which its lending office is located, managed or controlled or in which its principal office is located or any political subdivision or taxing authority thereof or therein therein; or (3) by reason of any connection between the jurisdiction imposing such tax and the Administrative Agent, the Funding Agents such Indemnified Party or such lending office other than a connection arising solely from this Agreement or any other Transaction Document or any transaction hereunder or thereunder (all such nonexcluded non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”). If any such Taxes are required to be withheld from any amounts payable to the Administrative Agent, the Funding Agent Agents or any Affected Indemnified Party hereunder, the amounts so payable to the Administrative Agent, the Funding Agent Agents or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Administrative Agent, the Funding Agent Agents or such Affected Indemnified Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer Transferor shall indemnify the Administrative Agent, the Funding Agent Agents or any such Affected Indemnified Party for the full amount of any such Taxes on the first Settlement Date which is not less than ten (10) days after the date upon receipt of written demand therefor by the Administrative Agent or the Funding AgentAgents. (b) Each Affected Indemnified Party that is a Non-not incorporated under the laws of the United States Person of America or a state thereof or the District of Columbia shall: (i) deliver to the Issuer Transferor, the Administrative Agent and the Funding Agent Agents (A) two duly completed copies of IRS Form W-8 BEN BEN, or successor applicable form, as the case may be, and (B) an IRS Form W-8 ECI, or successor applicable form, as the case may be; (ii) deliver to the Issuer Transferor, the Administrative Agent and the Funding Agent Agents two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerTransferor; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer or Transferor, the Administrative Agent and the Funding AgentAgents; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Transferor, the Administrative Agent and the Funding AgentAgents. Each such Affected Indemnified Party so organized shall certify (i) in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form)BEN, that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents taxes and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as ii) in the case may be)of an IRS Form W-8 ECI, (i) that it is entitled to receive all payments hereunder without deduction or withholding for or on account of any an exemption from United States federal Taxes and (ii) it backup withholding tax. Each Person that is permitted a Purchaser or Participant hereunder, or which otherwise becomes a party to take this Agreement as an APA Bank, shall, prior to the actions described in the preceding sentence under the laws and any applicable double taxation treaties effectiveness of such assignment, participation or addition, as applicable, be required to provide all of the jurisdiction of its head office or any booking office used in connection with forms and statements required pursuant to this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formSection 8.3.

Indemnity for Taxes. (a) All payments made by the Issuer Transferor or the Collection Agent to the Funding Deal Agent for the benefit of VFCC and the Purchasers Committed Investors under this Note Purchase Agreement or and any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or similar other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) excluding, to the extent this facility is deemed to be indebtedness of the Transferor for the following purposes, franchise taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on or measured by the recipient's net income of the Funding Agent or any other Affected Party, in each case imposed by any jurisdiction under the laws of which the Funding Agent or such Affected Party is organized or any political subdivision or taxing authority thereof or therein gross receipts (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “"Taxes”"). If any such Taxes are required to be withheld from any amounts payable to the Funding Deal Agent or any Affected Indemnified Party hereunder, the amounts so payable to the Funding Deal Agent or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Funding Deal Agent or such Affected Indemnified Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer Transferor shall indemnify the Funding Deal Agent or any such Affected Indemnified Party for the full amount of any such Taxes on the first Settlement Date which is not less than within ten (10) days after the date of written demand therefor by the Funding Deal Agent. (b) Each Affected Indemnified Party that is a Non-not incorporated under the laws of the United States Person of America or a state thereof or the District of Columbia shall: (i) deliver to the Issuer Transferor and the Funding Deal Agent two duly completed copies of IRS Form W-8 BEN or Form W-8 ECI, or successor applicable form, as the case may be; (ii) deliver to the Issuer Transferor and the Funding Deal Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerTransferor; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer Transferor or the Funding Deal Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Transferor and the Funding Deal Agent. Each such Affected Party so organized shall certify in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as the case may be), (i) it is entitled to receive all payments hereunder without deduction or withholding for or on account of any United States federal Taxes and (ii) it is permitted to take the actions described in the preceding sentence under the laws and any applicable double taxation treaties of the jurisdiction of its head office or any booking office used in connection with this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement form.

Indemnity for Taxes. (a) All payments made by the Issuer Transferor or the Collection Agent to the Administrative Agent or the Funding Agent Agents for the benefit of the Purchasers Transferees under this Note Purchase Agreement or and any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or similar other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if on the Affected Party had timely complied with net income of the requirements of Section 8.03(b)Administrative Agent, the Funding Agents or any other Indemnified Party, however denominated, and (ii) franchise taxes imposed on the net income of the Administrative Agent, the Funding Agent Agents or any other Affected Indemnified Party, in each case imposed imposed: (1) by the United States or any political subdivision or taxing authority thereof or therein; (2) by any jurisdiction under the laws of which the Administrative Agent, the Funding Agent Agents or such Affected Indemnified Party or lending office is organized or in which its lending office is located, managed or controlled or in which its principal office is located or any political subdivision or taxing authority thereof or therein therein; or (3) by reason of any connection between the jurisdiction imposing such tax and the Administrative Agent, the Funding Agents such Indemnified Party or such lending office other than a connection arising solely from this Agreement or any other Transaction Document or any transaction hereunder or thereunder (all such nonexcluded non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “"Taxes”"). If any such Taxes are required to be withheld from any amounts payable to the Administrative Agent, the Funding Agent Agents or any Affected Indemnified Party hereunder, the amounts so payable to the Administrative Agent, the Funding Agent Agents or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Administrative Agent, the Funding Agent Agents or such Affected Indemnified Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer Transferor shall indemnify the Administrative Agent, the Funding Agent Agents or any such Affected Indemnified Party for the full amount of any such Taxes on the first Settlement Date which is not less than ten (10) days after the date upon receipt of written demand therefor by the Administrative Agent or the Funding AgentAgents. (b) Each Affected Indemnified Party that is a Non-not incorporated under the laws of the United States Person of America or a state thereof or the District of Columbia shall: (i) deliver to the Issuer Transferor, the Administrative Agent and the Funding Agent Agents (A) two duly completed copies of IRS Form W-8 BEN BEN, or successor applicable form, as the case may be, and (B) an IRS Form W-8 ECI, or successor applicable form, as the case may be; (ii) deliver to the Issuer Transferor, the Administrative Agent and the Funding Agent Agents two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerTransferor; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer or Transferor, the Administrative Agent and the Funding AgentAgents; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Transferor, the Administrative Agent and the Funding AgentAgents. Each such Affected Indemnified Party so organized shall certify (i) in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form)BEN, 62 that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents taxes and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as ii) in the case may be)of an IRS Form W-8 ECI, (i) that it is entitled to receive all payments hereunder without deduction or withholding for or on account of any an exemption from United States federal Taxes and (ii) it backup withholding tax. Each Person that is permitted a Purchaser or Participant hereunder, or which otherwise becomes a party to take this Agreement as an APA Bank, shall, prior to the actions described in the preceding sentence under the laws and any applicable double taxation treaties effectiveness of such assignment, participation or addition, as applicable, be required to provide all of the jurisdiction of its head office or any booking office used in connection with forms and statements required pursuant to this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formSection 8.3.

Indemnity for Taxes. (a) All payments made by the Issuer to the Funding Agent for the benefit of the Purchasers Purchaser under this Series 2007-A Note Purchase Agreement or any other Series 2007-A Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future stamp or similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official BodyGovernmental Authority, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b)8.4(b) hereof, and (ii) taxes imposed on the net income of the Funding Agent Purchaser or any other Affected Party, in each case imposed by any jurisdiction under the laws of which the Funding Agent Purchaser or such Affected Party is organized or any political subdivision or taxing authority thereof or therein (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”). If any such Taxes are required to be withheld from any amounts payable to the Funding Agent Purchaser or any Affected Party hereunder, the amounts so payable to the Funding Agent Purchaser or such Affected Party shall be increased to the extent necessary to yield to the Funding Agent Purchaser or such Affected Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Series 2007-A Note Purchase Agreement and the other Series 2007-A Transaction Documents. The Issuer shall indemnify the Funding Agent Purchaser or any such Affected Party for the full amount of any such Taxes on the first Settlement Payment Date which is not less than ten (10) days after the date of written demand therefor by the Funding AgentPurchaser. (b) Each Affected Party that is a Non-United States Person shall: (i) deliver to the Issuer and the Funding Agent Purchaser two duly completed copies of IRS Form W-8 BEN or Form W-8 ECI, or successor applicable form, as the case may be; (ii) deliver to the Issuer and the Funding Agent Purchaser two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Issuer; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer or the Funding AgentPurchaser; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, renders all such forms inapplicable or which, regardless of the identity of the Affected Party, would prevent such Affected Party from duly completing and delivering any such form with respect to it, and such Affected Party so advises the Issuer and the Funding AgentPurchaser. Each such Affected Party so organized shall certify in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form), that it is entitled to receive payments under this Series 2007-A Note Purchase Agreement and the other Series 2007-A Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents and warrants to the Issuer and the Funding Agent Purchaser that, as of the date of this Series 2007-A Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as the case may be), (i) it is entitled to receive all payments hereunder without deduction or withholding for or on account of any United States federal Taxes and (ii) it is permitted to take the actions described in the preceding sentence under the laws and any applicable double taxation treaties of the jurisdiction of its head office or any booking office used in connection with this Series 2007-A Note Purchase Agreement. Each Affected Party which is a Non-United States Person (as defined in the Code) further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (bSection 8.4(b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent Purchaser and the Issuer a complete and correct replacement form.

Indemnity for Taxes. (a) All payments made by the Issuer Transferor or the Collection Agent to the Funding Administrative Agent for the benefit of the CP Conduit Purchasers, the Funding Agents and the Committed Purchasers under this Note Purchase Agreement or and any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, of any present or future stamp or similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Funding Agent or any other Affected Party, in each case imposed by any jurisdiction under the laws of which the Funding Agent or such Affected Party is organized or any political subdivision or taxing authority thereof or therein (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Indemnified Taxes”). If any such Indemnified Taxes are required to be withheld from any amounts payable to the Funding Administrative Agent or any Affected Indemnified Party hereunder, (i) the amounts so payable to the Funding Administrative Agent or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Funding Administrative Agent or such Affected Indemnified Party (after payment of all Indemnified Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction DocumentsDocuments and (ii) the Transferor or the Collection Agent, as the case may be, shall make such deductions or withholdings and shall pay the amount so deducted or withheld to the applicable Official Body in accordance with the applicable law. The Issuer Transferor shall indemnify the Funding Administrative Agent or any such Affected Indemnified Party for the full amount of any such Indemnified Taxes on paid by the first Settlement Date which is not less than Administrative Agent or the Indemnified Party within ten (10) days Business Days after the date of written demand therefor by the Funding AgentAdministrative Agent or such Indemnified Party if the Administrative Agent or such Indemnified Party, as the case may be, has delivered to the Transferor a certificate signed by an officer of the Administrative Agent or such Indemnified Party, as the case may be, setting forth in reasonable detail the amount so paid and the computations made to determine such amount. Such certificate shall be conclusive absent manifest error. (b) Each Affected Indemnified Party that is not a Non-United States Person person (within the meaning of Section 7701(a)(30) of the Code) (a “United States Person”) shall: (i) at the time such Indemnified Party becomes a party to this Agreement or the Transaction Documents, deliver to the Issuer Transferor and the Funding Administrative Agent (A) two duly completed copies of IRS Form W-8 BEN W-8ECI, or successor applicable form, as the case may be, and (B) an IRS Form W-8 ECIW-8BEN or W-9, or successor applicable form, as the case may be; (ii) deliver to the Issuer Transferor and the Funding Administrative Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerTransferor or the Administrative Agent; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer Transferor or the Funding Administrative Agent; unless, in any such case, an event the case of (including, without limitationii) and (iii) above, any change in treaty, law regulation, governmental rule, guideline order, or regulation) official application or official interpretation thereof has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Transferor and the Funding Administrative Agent. Each such Affected Indemnified Party so organized that is not a United States person (A) shall certify (i) in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (W-8ECI, or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents taxes and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as ii) in the case may be)of an IRS Form W-8BEN or IRS Form W-9, (i) or successor applicable form, that it is entitled to receive all payments hereunder without deduction or withholding for or on account of any an exemption from United States federal Taxes backup withholding tax and (iiB) it shall agree to provide any other certification and documentation as required by the applicable law that is permitted reasonably requested by the Transferor, the Sellers or the Collection Agent. Each Person that is a Purchaser or Participant hereunder, or which otherwise becomes a party to take this Agreement and the actions described in other Transaction Documents as a Committed Purchaser, shall, prior to the preceding sentence under the laws and any applicable double taxation treaties effectiveness of such assignment, participation or addition, as applicable, be required to provide all of the jurisdiction of its head office or any booking office used in connection with forms and statements required pursuant to this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formSection 2.22.

Indemnity for Taxes. (a) All payments made by the Issuer ------------------- Transferor, the Originator or the Collection Agent to the Funding Agent for the benefit of PARCO and the Purchasers APA Banks under this Note Purchase Agreement or and any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or similar other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if on the Affected Party had timely complied with net income of the requirements of Section 8.03(b)Funding Agent or any --------- other Indemnified Party, however denominated, and (ii) franchise taxes imposed on the net income of the Funding Agent or any other Affected Indemnified Party, in each case imposed imposed: (1) by the United States or any political subdivision or taxing authority thereof or therein; (2) by any jurisdiction under the laws of which the Funding Agent or such Affected Indemnified Party or lending office is organized or in which its lending office is located, managed or controlled or in which its principal office is located or any political subdivision or taxing authority thereof or therein therein; or (3) by reason of any connection between the jurisdiction imposing such tax and the Funding Agent, such Indemnified Party or such lending office other than a connection arising solely from this Agreement or any other Transaction Document or any transaction hereunder or thereunder (all such nonexcluded non- excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “"Taxes”"). If any such Taxes are ----- required to be withheld from any amounts payable to the Funding Agent or any Affected Indemnified Party hereunder, the amounts so payable to the Funding Agent or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Funding Agent or such Affected Indemnified Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer Transferor shall indemnify the Funding Agent or any such Affected Indemnified Party for the full amount of any such Taxes on the first Settlement Date which is not less than within ten (10) days after the date of written demand therefor by the Funding Agent. (b) Each Affected Indemnified Party that is a Non-not incorporated under the laws of the United States Person of America or a state thereof or the District of Columbia shall: (i) deliver to the Issuer Transferor and the Funding Agent (A) two duly completed copies of IRS Form W-8 BEN 1001 or Form 4224, or successor applicable form, as the case may be, and (B) an IRS Form W-8 ECIor W-9, or successor applicable form, as the case may be; (ii) deliver to the Issuer Transferor and the Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerTransferor; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer Transferor or the Funding Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Transferor and the Funding Agent. Each such Affected Indemnified Party so organized shall certify (i) in the case of an IRS Form W-8 BEN 1001 or IRS Form W-8 ECI (or successor applicable form)4224, that it is entitled to receive payments under the this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents taxes and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as ii) in the case may be)of an IRS Form W-8 or IRS Form W-9, (i) that it is entitled to receive all payments hereunder without deduction or withholding for or on account of any an exemption from United States federal Taxes and (ii) it backup withholding tax. Each Person that is permitted a Purchaser or Participant hereunder, or which otherwise becomes a party to take this Agreement as an APA Bank, shall, prior to the actions described in the preceding sentence under the laws and any applicable double taxation treaties effectiveness of such assignment, participation or addition, as applicable, be required to provide all of the jurisdiction of its head office or any booking office used in connection with forms and statements required pursuant to this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formSection 8.3.

Indemnity for Taxes. (a) All payments made by the Issuer to the Funding Agent for the benefit of the Purchasers Borrower under this Note Purchase Agreement or and any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or similar other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding EXCLUDING (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Funding Agent or any other Affected Indemnified Party, however denominated, and (ii) franchise taxes imposed on any of them in lieu of income taxes, in each case imposed imposed: (1) by the United States or any political subdivision or taxing authority thereof or therein; (2) by any jurisdiction under the laws of which the Funding Agent or such Affected Indemnified Party or lending office is organized or in which its lending office is located, managed or controlled or in which its principal office is located or any political subdivision or taxing authority thereof or therein therein; or (3) by reason of any connection between the jurisdiction imposing such tax and the Funding Agent, such Indemnified Party or such lending office other than a connection arising solely from this Agreement or any other Basic Agreement or any transaction hereunder or thereunder (all such nonexcluded non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”"TAXES"). If any such Taxes are required to be withheld from any amounts payable to the Funding Agent or any Affected Indemnified Party hereunder, the amounts so payable to the Funding Agent or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Funding Agent or such Affected Indemnified Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction DocumentsBasic Agreements. The Issuer Borrower shall indemnify the Funding Agent or any such Affected Indemnified Party for the full amount of any such Taxes on the first Settlement Distribution Date which is not less than ten (10) days after immediately succeeding the date of written demand therefor by the Funding AgentAgent or any Indemnified Party. (b) Each Affected Indemnified Party that is a Non-not incorporated under the laws of the United States Person of America or a state thereof or the District of Columbia shall: (i) deliver to the Issuer Borrower and the Funding Agent (A) two duly completed copies of IRS Form W-8 BEN 1001 or Form 4224, or successor applicable form, as the case may be, and (B) if applicable, an IRS Form W-8 ECIor W-9, or successor applicable form, as the case may be; (ii) deliver to the Issuer Borrower and the Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerBorrower; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer Borrower or the Funding Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Borrower and the Funding Agent. Each such Affected Indemnified Party so organized shall certify (i) in the case of an IRS Form W-8 BEN 1001 or IRS Form W-8 ECI (or successor applicable form)4224, that it is entitled to receive payments under the this Note Purchase Agreement and the other Transaction Documents Basic Agreements without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents taxes and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as ii) in the case may be)of an IRS Form W-8 or IRS Form W-9, (i) that it is entitled to receive all payments hereunder without deduction or withholding for or on account of any an exemption from United States federal Taxes and (ii) it backup withholding tax. Each Person that is permitted a Purchaser or Participant hereunder, or which otherwise becomes a party to take this Agreement as an APA Bank, shall, prior to the actions described in the preceding sentence under the laws and any applicable double taxation treaties effectiveness of such assignment, participation or addition, as applicable, be required to provide all of the jurisdiction of its head office or any booking office used in connection with forms and statements required pursuant to this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formSection 4.3.

Indemnity for Taxes. (a) All payments made by the Issuer Transferor, any Seller or the Collection Agent to the Funding Administrative Agent for the benefit of the Funding Agents, the Initial Purchasers and the PARCO APA Banks under this Note Purchase Agreement or and any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or similar other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes imposed on the net income of the Administrative Agent or any other Indemnified Party, however denominated, (ii) taxes that would not have been imposed if the Affected Indemnified Party had timely complied with the requirements of Section 8.03(b)7.3(b) hereof, and (iiiii) franchise taxes imposed on the net income of the Funding Administrative Agent or any other Affected Indemnified Party, in each case imposed imposed: (1) by the United States or any political subdivision or taxing authority thereof or therein; (2) by any jurisdiction under the laws of which the Funding Administrative Agent or such Affected Indemnified Party or lending office is organized or in which its lending office is located, managed or controlled or in which its principal office is located or any political subdivision or taxing authority thereof or therein therein; or (3) by reason of any connection between the jurisdiction imposing such tax and the Administrative Agent, such Indemnified Party or such lending office other than a connection arising solely from this Agreement or any other Transaction Document or any transaction hereunder or thereunder (all such nonexcluded non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “"Taxes”"). If any such Taxes are required to be withheld from any amounts payable to the Funding Administrative Agent or any Affected Indemnified Party hereunder, the amounts so payable to the Funding Administrative Agent or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Funding Administrative Agent or such Affected Indemnified Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer Transferor or C&A shall indemnify the Funding Administrative Agent or any such Affected Indemnified Party for the full amount of any such Taxes on the first Settlement Date which is not less than ten within thirty (1030) days after the date of written demand therefor by the Funding Administrative Agent. All amounts owed by the Transferor pursuant to this subsection 7.3(a) shall be payable in accordance with Sections 2.5 and 2.6 and shall be Transferor Subordinated Obligations. Any amounts owed by C&A or the Collection Agent pursuant to this Section shall be had only from the assets of C&A or the Collection Agent, as applicable, and shall not be payable from Collections, except to the extent such Collections are released to C&A or the Collection Agent, as applicable, in accordance with Sections 2.5 and 2.6. (b) Each Affected Indemnified Party that is a Non-not incorporated under the laws of the United States Person of America or a State thereof or the District of Columbia shall: (i) deliver to the Issuer Transferor and the Funding Administrative Agent (A) two duly completed copies of IRS Form W-8 BEN 1001 or Form 4224, or successor applicable form, as the case may be, and (B) an IRS Form W-8 ECIor W-9, or successor applicable form, as the case may be; (ii) deliver to the Issuer Transferor and the Funding Administrative Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerTransferor; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer Transferor or the Funding Administrative Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Indemnified Party, renders all such forms inapplicable or which, regardless of the identity of the Affected Indemnified Party, would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Transferor and the Funding Administrative Agent. Each such Affected Indemnified Party so organized shall certify (i) in the case of an IRS Form W-8 BEN 1001 or IRS Form W-8 ECI 4224 (or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents taxes and warrants to (ii) in the Issuer and the Funding Agent that, as case of the date of this Note Purchase Agreement an IRS Form W-8 or IRS Form W-9 (or the date such Person otherwise becomes an Affected Party, as the case may besuccessor applicable form), (i) that it is entitled to receive all payments hereunder without deduction or withholding for or on account of any an exemption from United States federal Taxes and (ii) it backup withholding tax. Each Person that is permitted to take the actions described in the preceding sentence an Initial Purchaser under the laws and any applicable double taxation treaties Transaction Documents, or which otherwise becomes a party to this Agreement as a PARCO APA Bank, shall, prior to the effectiveness of such assignment, participation or addition, as applicable, be required to provide all of the jurisdiction of its head office or any booking office used in connection with forms and statements required pursuant to this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formSection 7.3.

Indemnity for Taxes. (a) All payments made by the Issuer to the Administrator or the Funding Agent for the benefit of any related Conduit Purchaser or the Purchasers Committed Purchaser under this Note Purchase Agreement or any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future stamp or similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b)subsection 8.3(b) hereof, and (ii) taxes imposed on the net income of the Administrator, the Funding Agent or any other Affected Party, in each case imposed by any jurisdiction under the laws of which the Administrator, the Funding Agent or such Affected Party is organized or any political subdivision or taxing authority thereof or therein (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”). If any such Taxes are required to be withheld from any amounts payable to the Administrator, the Funding Agent or any Affected Party hereunder, the amounts so payable to the Administrator, the Funding Agent or such Affected Party shall be increased to the extent necessary to yield to the Administrator, the Funding Agent or such Affected Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer shall indemnify the Administrator, the Funding Agent or and any such Affected Party for the full amount of any such Taxes on the first Settlement Payment Date which is not less than ten (10) days after the date of written demand therefor by the Administrator or the Funding Agent, as applicable. (ba) Each Affected Party that is a Non-United States Person shall: (i) deliver to the Issuer and the Administrator or the Funding Agent Agent, as applicable, two duly completed copies of IRS Form W-8 BEN or Form W-8 ECI, or successor applicable form, as the case may be; (ii) deliver to the Issuer and the Administrator or the Funding Agent Agent, as applicable, two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Issuer; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer Issuer, the Administrator or the Funding Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, renders all such forms inapplicable or which, regardless of the identity of the Affected Party, would prevent such Affected Party from duly completing and delivering any such form with respect to it, and such Affected Party so advises the Issuer and the Administrator or the Funding Agent, as applicable. Each such Affected Party so organized shall certify in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents and warrants to the Issuer and the Administrator or the Funding Agent Agent, as applicable, that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as the case may be), (i) it is entitled to receive all payments hereunder without deduction or withholding for or on account of any United States federal Taxes and (ii) it is permitted to take the actions described in the preceding sentence under the laws and any applicable double taxation treaties of the jurisdiction of its head office or any booking office used in connection with this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Administrator or the Funding Agent Agent, as applicable, and the Issuer a complete and correct replacement form.

Indemnity for Taxes. (a) All payments made by the Issuer Transferor, the Originator or the Collection Agent to the Funding Agent for the benefit of the Purchasers any Indemnified Party under this Note Purchase Agreement or and any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or similar other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if on the Affected Party had timely complied with the requirements net income of Section 8.03(b)such Indemnified Party, however denominated, and (ii) franchise taxes imposed on the net income of the Funding Agent or any other Affected such Indemnified Party, in each case imposed imposed: (A) by any jurisdiction under the laws of which the Funding Agent or such Affected Party is organized United States or any political subdivision or taxing authority thereof or therein therein; (B) by any jurisdiction under the laws of which such Indemnified Party or lending office is organized or in which its lending office is located, managed or controlled or in which its principal office is located or any political subdivision or taxing authority thereof or therein; or (C) by reason of any connection between the jurisdiction imposing such tax and such Indemnified Party or such lending office other than a connection arising solely from this Agreement or any other Transaction Document or any transaction hereunder or thereunder (all such nonexcluded non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “"Taxes”"). If any such Taxes are required to be withheld from any amounts payable to the Funding Agent or any Affected Indemnified Party hereunder, the amounts so payable to the Funding Agent or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Funding Agent or such Affected Indemnified Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer Transferor shall indemnify the Funding Agent or any such Affected each Indemnified Party for the full amount of any such Taxes on the first Settlement Date which is not less than within ten (10) days after the date of written demand therefor by the Funding Agent. (b) Each Affected Indemnified Party that is a Non-not incorporated under the laws of the United States Person of America or a state thereof or the District of Columbia shall: (i) deliver to the Issuer Transferor and the Funding Agent (A) two duly completed copies of IRS Form W-8 BEN 1001 or Form 4224, or successor applicable form, as the case may be, and (B) an IRS Form W-8 ECIor W-9, or successor applicable form, as the case may be; (ii) deliver to the Issuer Transferor and the Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerTransferor; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer Transferor or the Funding Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Transferor and the Funding Agent. Each such Affected Indemnified Party so organized shall certify (A) in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form)W-8ECI, that it is entitled to receive payments under the this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents taxes and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as B) in the case may be)of an IRS Form W-8BEN, (i) that it is entitled to receive all payments hereunder without deduction or withholding for or on account of any an exemption from United States federal Taxes and (ii) it backup withholding tax. Each Person that is permitted a Transferee or Participant hereunder, or which otherwise becomes a party to take this Agreement as an APA Bank, shall, prior to the actions described in the preceding sentence under the laws and any applicable double taxation treaties effectiveness of such assignment, participation or addition, as applicable, be required to provide all of the jurisdiction of its head office or any booking office used in connection with forms and statements required pursuant to this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formSection 8.3.

Indemnity for Taxes. (a) All payments made by the Issuer Transferor or the Collection Agent to the Administrative Agent or the Funding Agent Agents for the benefit of the Purchasers Transferees under this Note Purchase Agreement or and any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or similar other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if on the Affected Party had timely complied with net income of the requirements of Section 8.03(b)Administrative Agent, the Funding Agents or any other Indemnified Party, however denominated, and (ii) franchise taxes imposed on the net income of the Administrative Agent, the Funding Agent Agents or any other Affected Indemnified Party, in each case imposed imposed: (1) by the United States or any political subdivision or taxing authority thereof or therein; (2) by any jurisdiction under the laws of which the Administrative Agent, the Funding Agent Agents or such Affected Indemnified Party or lending office is organized or in which its lending office is located, managed or controlled or in which its principal office is located or any political subdivision or taxing authority thereof or therein therein; or (3) by reason of any connection between the jurisdiction imposing such tax and the Administrative Agent, the Funding Agents such Indemnified Party or such lending office other than a connection arising solely from this Agreement or any other Transaction Document or any transaction hereunder or thereunder (all such nonexcluded non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”). If any such Taxes are required to be withheld from any amounts payable to the Administrative Agent, the Funding Agent Agents or any Affected Indemnified Party hereunder, the amounts so payable to the Administrative Agent, the Funding Agent Agents or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Administrative Agent, the Funding Agent Agents or such Affected Indemnified Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer Transferor shall indemnify the Administrative Agent, the Funding Agent Agents or any such Affected Indemnified Party for the full amount of any such Taxes on the first Settlement Date which is not less than ten (10) days after the date upon receipt of written demand therefor by the Administrative Agent or the Funding AgentAgents. (b) Each Affected Indemnified Party that is a Non-not incorporated under the laws of the United States Person of America or a state thereof or the District of Columbia shall: (i) deliver to the Issuer Transferor, the Administrative Agent and the Funding Agent Agents (A) two duly completed copies of IRS Form W-8 BEN BEN, or successor applicable form, as the case may be, and (B) an IRS Form W-8 ECI, or successor applicable form, as the case may be; (ii) deliver to the Issuer Transferor, the Administrative Agent and the Funding Agent Agents two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerTransferor; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer or Transferor, the Administrative Agent and the Funding AgentAgents; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Transferor, the Administrative Agent and the Funding AgentAgents. Each such Affected Indemnified Party so organized shall certify (i) in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form)BEN, that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents taxes and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as ii) in the case may be)of an IRS Form W-8 ECI, (i) that it is entitled to receive all payments hereunder without deduction or withholding for or on account of any an exemption from United States federal Taxes and (ii) it backup withholding tax. Each Person that is permitted a Purchaser or Participant hereunder, or which otherwise becomes a party to take this Agreement as an APA Bank, shall, prior to the actions described in the preceding sentence under the laws and any applicable double taxation treaties effectiveness of such assignment, participation or addition, as applicable, be required to provide all of the jurisdiction of its head office or any booking office used in connection with forms and statements required pursuant to this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formSection 8.3.

Indemnity for Taxes. (a) All payments made by the Issuer to the Funding Agent for the benefit of the Purchasers Borrower ------------------- under this Note Purchase Agreement or and any other Transaction Document Basic Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or similar other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if on the Affected Party had timely complied with --------- net income of the requirements of Section 8.03(b)Administrative Agent, the Securities Intermediary, any Funding Agent or any other Indemnified Party, however denominated, and (ii) franchise taxes imposed on the net any of them in lieu of income of the Funding Agent or any other Affected Partytaxes, in each case imposed imposed: (1) by the United States or any political subdivision or taxing authority thereof or therein; (2) by any jurisdiction under the laws of which the Administrative Agent, the Securities Intermediary, any Funding Agent or such Affected Indemnified Party or lending office is organized or in which its lending office is located, managed or controlled or in which its principal office is located or any political subdivision or taxing authority thereof or therein therein; or (3) by reason of any connection between the jurisdiction imposing such tax and the Administrative Agent, the Securities Intermediary, any such Funding Agent, such Indemnified Party or such lending office other than a connection arising solely from this Agreement or any other Basic Agreement or any transaction hereunder or thereunder (all such nonexcluded non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “"Taxes”"). If any such ----- Taxes are required to be withheld from any amounts payable to the Administrative Agent, the Securities Intermediary, any Funding Agent or any Affected Indemnified Party hereunder, the amounts so payable to the Administrative Agent, the Securities Intermediary, any such Funding Agent or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Funding Agent or such Affected Party Person (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction DocumentsBasic Agreements. The Issuer Borrower shall indemnify the Administrative Agent, the Securities Intermediary, any Funding Agent or any such Affected Indemnified Party for the full amount of any such Taxes on the first Settlement Distribution Date which is not less than ten (10) days after immediately succeeding the date of written demand therefor by the Funding Agentsuch Person. (b) Each Affected Indemnified Party that is a Non-not incorporated under the laws of the United States Person of America or a state thereof or the District of Columbia shall: (i) deliver to the Issuer Borrower and to the related Funding Agent (A) two duly completed copies of IRS Form W-8 BEN 1001 or Form 4224, or successor applicable form, as the case may be, and (B) if applicable, an IRS Form W-8 ECIor W-9, or successor applicable form, as the case may be; (ii) deliver to the Issuer Borrower and to the related Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerBorrower; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer Borrower or the such Funding Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Borrower and the related Funding Agent. Each such Affected Indemnified Party so organized shall certify (i) in the case of an IRS Form W-8 BEN 1001 or IRS Form W-8 ECI (or successor applicable form)4224, that it is entitled to receive payments under the this Note Purchase Agreement and the other Transaction Documents Basic Agreements without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents taxes and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as ii) in the case may be)of an IRS Form W-8 or IRS Form W-9, (i) that it is entitled to receive all payments hereunder without deduction or withholding for or on account of any an exemption from United States federal Taxes and (ii) it is permitted backup withholding tax. Each Person that becomes a party to take this Agreement as an APA Bank, shall, prior to the actions described in the preceding sentence under the laws and any applicable double taxation treaties effectiveness of such assignment, participation or addition, as applicable, be required to provide all of the jurisdiction of its head office or any booking office used in connection with forms and statements required pursuant to this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formSection 8.3.

Indemnity for Taxes. (a) All payments made by the Issuer to the Funding Agent for the benefit of the Purchasers Certificateholders under this Note Purchase Agreement or and any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or similar other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding EXCLUDING (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Funding Agent or any other Affected Indemnified Party, however denominated, and (ii) franchise taxes imposed on the net income of the Funding Agent or any other Indemnified Party, in each case imposed imposed: (1) by the United States or any political subdivision or taxing authority thereof or therein; (2) by any jurisdiction under the laws of which the Funding Agent or such Affected Indemnified Party or lending office is organized or in which its lending office is located, managed or controlled or in which its principal office is located or any political subdivision or taxing authority thereof or therein therein; or (3) by reason of any, connection between the jurisdiction imposing such tax and the Funding Agent, such Indemnified Party or such lending office other than a connection arising solely from this Agreement or any other Transaction Document or any transaction hereunder or thereunder (all such nonexcluded non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”"TAXES"). If any such Taxes are required to be withheld from any amounts payable to the Funding Agent or any Affected Indemnified Party hereunder, the amounts so payable to the Funding Agent or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Funding Agent or such Affected Indemnified Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer shall indemnify the Funding Agent or any such Affected Indemnified Party for the full amount of any such Taxes on the first Settlement Date which is not less than within ten (10) days after the date of written demand therefor by the Funding Agent. (b) Each Affected Party that is a Non-United States Person shall: (i) deliver to the Issuer and the Funding Agent two duly completed copies of IRS Form W-8 BEN or Form W-8 ECI, or successor applicable form, as the case may be; (ii) deliver to the Issuer and the Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Issuer; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer or the Funding Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, renders all such forms inapplicable or which, regardless of the identity of the Affected Party, would prevent such Affected Party from duly completing and delivering any such form with respect to it, and such Affected Party so advises the Issuer and the Funding Agent. Each such Affected Party so organized shall certify in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as the case may be), (i) it is entitled to receive all payments hereunder without deduction or withholding for or on account of any United States federal Taxes and (ii) it is permitted to take the actions described in the preceding sentence under the laws and any applicable double taxation treaties of the jurisdiction of its head office or any booking office used in connection with this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement form.

Indemnity for Taxes. (a) All payments made by the Issuer Transferor or the Collection Agent to the Funding Deal Agent for the benefit of VFCC and the Purchasers Committed Investors under this Note Purchase Agreement or and any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or similar other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) excluding, to the extent this facility is deemed to be indebtedness of the Transferor for the following purposes, franchise taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on or measured by the recipient's net income of the Funding Agent or any other Affected Party, in each case imposed by any jurisdiction under the laws of which the Funding Agent or such Affected Party is organized or any political subdivision or taxing authority thereof or therein gross receipts (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “"Taxes”"). If any such Taxes are required to be ----- withheld from any amounts payable to the Funding Deal Agent or any Affected Indemnified Party hereunder, the amounts so payable to the Funding Deal Agent or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Funding Deal Agent or such Affected Indemnified Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer Transferor shall indemnify the Funding Deal Agent or any such Affected Indemnified Party for the full amount of any such Taxes on the first Settlement Date which is not less than within ten (10) days after the date of written demand therefor by the Funding Deal Agent. (b) Each Affected Indemnified Party that is a Non-not incorporated under the laws of the United States Person of America or a state thereof or the District of Columbia shall: (i) deliver to the Issuer Transferor and the Funding Deal Agent two duly completed copies of IRS Form W-8 BEN or Form W-8 ECI, or successor applicable form, as the case may be; (ii) deliver to the Issuer Transferor and the Funding Deal Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerTransferor; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer Transferor or the Funding Deal Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Transferor and the Funding Deal Agent. Each such Affected Party so organized shall certify in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as the case may be), (i) it is entitled to receive all payments hereunder without deduction or withholding for or on account of any United States federal Taxes and (ii) it is permitted to take the actions described in the preceding sentence under the laws and any applicable double taxation treaties of the jurisdiction of its head office or any booking office used in connection with this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement form.

Indemnity for Taxes. (a) All payments made by the Issuer Transferor or the Collection Agent to the Funding Administrative Agent for the benefit of the Purchasers under this Note Purchase Agreement or and any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, of any present or future stamp or similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Funding Agent or any other Affected Party, in each case imposed by any jurisdiction under the laws of which the Funding Agent or such Affected Party is organized or any political subdivision or taxing authority thereof or therein (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Indemnified Taxes”). If any such Indemnified Taxes are required to be withheld from any amounts payable to the Funding Administrative Agent or any Affected Indemnified Party hereunder, (i) the amounts so payable to the Funding Administrative Agent or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Funding Administrative Agent or such Affected Indemnified Party (after payment of all Indemnified Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction DocumentsDocuments and (ii) the Transferor or the Collection Agent, as the case may be, shall make such deductions or withholdings and shall pay the amount so deducted or withheld to the applicable Official Body in accordance with the applicable law. The Issuer Transferor shall indemnify the Funding Administrative Agent or any such Affected Indemnified Party for the full amount of any such Indemnified Taxes on paid by the first Settlement Date which is not less than Administrative Agent or the Indemnified Party within ten (10) days Business Days after the date of written demand therefor by the Funding AgentAdministrative Agent or such Indemnified Party if the Administrative Agent or such Indemnified Party, as the case may be, has delivered to the Transferor a certificate signed by an officer of the Administrative Agent or such Indemnified Party, as the case may be, setting forth in reasonable detail the amount so paid and the computations made to determine such amount. Such certificate shall be conclusive absent manifest error. (b) Each Affected Indemnified Party that is not a Non-United States Person person (within the meaning of Section 7701(a)(30) of the Code) (a “United States Person”) shall: (i) at the time such Indemnified Party becomes a party to this Agreement or the Transaction Documents, deliver to the Issuer Transferor and the Funding Administrative Agent (A) two duly completed copies of IRS Form W-8 BEN W-8ECI, or successor applicable form, as the case may be, and (B) an IRS Form W-8 ECIW-8BEN or W-9, or successor applicable form, as the case may be; (ii) deliver to the Issuer Transferor and the Funding Administrative Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerTransferor or the Administrative Agent; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer Transferor or the Funding Administrative Agent; unless, in any such case, an event the case of (including, without limitationii) and (iii) above, any change in treaty, law regulation, governmental rule, guideline order, or regulation) official application or official interpretation thereof has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Transferor and the Funding Administrative Agent. Each such Affected Indemnified Party so organized that is not a United States person (A) shall certify (i) in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (W-8ECI, or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents taxes and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as ii) in the case may be)of an IRS Form W-8BEN or IRS Form W-9, (i) or successor applicable form, that it is entitled to receive all payments hereunder without deduction or withholding for or on account of any an exemption from United States federal Taxes backup withholding tax and (iiB) it shall agree to provide any other certification and documentation as required by the applicable law that is permitted reasonably requested by the Transferor, the Sellers or the Collection Agent. Each Person that is a Purchaser or Participant hereunder, or which otherwise becomes a party to take this Agreement and the actions described in other Transaction Documents as a Purchaser, shall, prior to the preceding sentence under the laws and any applicable double taxation treaties effectiveness of such assignment, participation or addition, as applicable, be required to provide all of the jurisdiction of its head office or any booking office used in connection with forms and statements required pursuant to this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formSection 2.22.

Indemnity for Taxes. (a) All payments made by the Issuer Borrower or the Servicer to the Funding Agent for Facility Agent, the benefit of Group Agents or the Purchasers Lenders under this Note Purchase Agreement or and any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or similar other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official BodyBody after the Effective Date, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Funding Agent Facility Agent, the Group Agents or any other Affected Indemnified Party, however denominated, and (ii) franchise taxes imposed on the net income of the Facility Agent, the Group Agents or any other Indemnified Party, in each case imposed imposed: (1) by the United States or any political subdivision or taxing authority thereof or therein; (2) by any jurisdiction under the laws of which the Funding Agent Facility Agent, the Group Agents or such Affected Indemnified Party or lending office is organized or in which its lending office is located, managed or controlled or in which its principal office is located or any political subdivision or taxing authority thereof or therein therein; or (3) by reason of any, connection between the jurisdiction imposing such tax and the Facility Agent, the Group Agents such Indemnified Party or such lending office other than a connection arising solely from this Agreement or any other Transaction Document or any transaction hereunder or thereunder (all such nonexcluded non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”). If any such Taxes are required to be withheld from any amounts payable to the Funding Agent Facility Agent, the Group Agents, the Lenders or any Affected Indemnified Party hereunder, the amounts so payable to the Funding Agent Facility Agent, the Group Agents, the Lenders or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Funding Agent Facility Agent, the Group Agents or such Affected Indemnified Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer Borrower shall indemnify the Funding Agent Facility Agent, the Group Agents, the Lenders or any such Affected Indemnified Party for the full amount of any such Taxes on the first next Settlement Date which is not less than ten (10) days after the date of written demand therefor by the Funding Facility Agent, the Lenders or the Group Agents. (b) Each Affected Indemnified Party that is a Non-not incorporated under the laws of the United States Person of America or a state thereof or the District of Columbia shall: (i) deliver to the Issuer Borrower, the Facility Agent and the Funding Agent Group Agents (A) two duly completed copies of IRS Form W-8 BEN W-8BEN or Form W-8 ECIW-8ECI, or successor applicable form, as the case may be, or (B) in the case of a Lender that is a “United States person” within the meaning of Section 7701(a)(3) of the Code, two duly completed copies of an IRS Form W-9, or successor applicable form; (ii) deliver to the Issuer Borrower, the Facility Agent and the Funding Agent Group Agents two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerBorrower; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer or Borrower, the Funding AgentFacility Agent and the Group Agents; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Borrower, the Facility Agent and the Funding AgentGroup Agents. Each such Affected Indemnified Party so organized shall certify (i) in the case of an IRS Form W-8 BEN W-8BEN or IRS Form W-8 ECI (or successor applicable form)W-8ECI, that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents taxes and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as ii) in the case may be)of an IRS Form W-9, (i) that it is entitled to receive all payments hereunder without deduction or withholding for or on account of any an exemption from United States federal Taxes and (ii) it is permitted backup withholding tax. Each Person that becomes a Lender under this Agreement shall, prior to take the actions described in the preceding sentence under the laws and any applicable double taxation treaties effectiveness thereof, be required to provide all of the jurisdiction of its head office or any booking office used in connection with forms and statements required pursuant to this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formSection 8.3.

Indemnity for Taxes. (a) All payments made by the Issuer to the Funding Agent for the benefit of the Purchasers Borrower under this Note Purchase Agreement or and any other Transaction Document Basic Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or similar other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding EXCLUDING (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Administrative Agent, any Funding Agent or any other Affected Indemnified Party, however denominated, and (ii) franchise taxes imposed on any of them in lieu of income taxes, in each case imposed imposed: (1) by the United States or any political subdivision or taxing authority thereof or therein; (2) by any jurisdiction under the laws of which the Administrative Agent, any Funding Agent or such Affected Indemnified Party or lending office is organized or in which its lending office is located, managed or controlled or in which its principal office is located or any political subdivision or taxing authority thereof or therein therein; or (3) by reason of any connection between the jurisdiction imposing such tax and the Administrative Agent, any such Funding Agent, such Indemnified Party or such lending office other than a connection arising solely from this Agreement or any other Basic Agreement or any transaction hereunder or thereunder (all such nonexcluded non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”"TAXES"). If any such Taxes are required to be withheld from any amounts payable to the Administrative Agent, any Funding Agent or any Affected Indemnified Party hereunder, the amounts so payable to the 50 Administrative Agent, any such Funding Agent or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Funding Agent or such Affected Party Person (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction DocumentsBasic Agreements. The Issuer Borrower shall indemnify the Administrative Agent, any Funding Agent or any such Affected Indemnified Party for the full amount of any such Taxes on the first Settlement Distribution Date which is not less than ten (10) days after immediately succeeding the date of written demand therefor by the Funding Agentsuch Person. (b1) Each Affected Indemnified Party that is a Non-not incorporated under the laws of the United States Person of America or a state thereof or the District of Columbia shall: (i1) deliver to the Issuer Borrower and to the related Funding Agent (A) two duly completed copies of IRS Form W-8 BEN 1001 or Form 4224, or successor applicable form, as the case may be, and (B) if applicable, an IRS Form W-8 ECIor W-9, or successor applicable form, as the case may be; (ii2) deliver to the Issuer Borrower and to the related Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerBorrower; and (iii3) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer Borrower or the such Funding Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Borrower and the related Funding Agent. Each such Affected Indemnified Party so organized shall certify (i) in the case of an IRS Form W-8 BEN 1001 or IRS Form W-8 ECI (or successor applicable form)4224, that it is entitled to receive payments under the this Note Purchase Agreement and the other Transaction Documents Basic Agreements without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents taxes and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as ii) in the case may be)of an IRS Form W-8 or IRS Form W-9, (i) that it is entitled to receive all payments hereunder without deduction or withholding for or on account of any an exemption from United States federal Taxes and (ii) it is permitted backup withholding tax. Each Person that becomes a party to take this Agreement as an APA Bank, shall, prior to the actions described in the preceding sentence under the laws and any applicable double taxation treaties effectiveness of such assignment, participation or addition, as applicable, be required to provide all of the jurisdiction of its head office or any booking office used in connection with forms and statements required pursuant to this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formSection 8.3.

Indemnity for Taxes. (a) All payments made by the Issuer to the Funding Agent for the benefit of the Purchasers Borrower ------------------- under this Note Purchase Agreement or and any other Transaction Document Basic Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or similar other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if on the Affected Party had timely complied with --------- net income of the requirements of Section 8.03(b)Administrative Agent, the Securities Intermediary or any other Indemnified Party, however denominated, and (ii) franchise taxes imposed on the net any of them in lieu of income of the Funding Agent or any other Affected Partytaxes, in each case imposed imposed: (1) by the United States or any political subdivision or taxing authority thereof or therein; (2) by any jurisdiction under the laws of which the Funding Agent Administrative Agent, the Securities Intermediary or such Affected Indemnified Party or lending office is organized or in which its lending office is located, managed or controlled or in which its principal office is located or any political subdivision or taxing authority thereof or therein therein; or (3) by reason of any connection between the jurisdiction imposing such tax and the Administrative Agent, the Securities Intermediary, such Indemnified Party or such lending office other than a connection arising solely from this Agreement or any other Basic Agreement or any transaction hereunder or thereunder (all such nonexcluded non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “"Taxes”"). If any such Taxes are required to be withheld from any amounts payable ----- to the Funding Agent Administrative Agent, the Securities Intermediary or any Affected Indemnified Party hereunder, the amounts so payable to the Funding Agent Administrative Agent, the Securities Intermediary or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Funding Agent or such Affected Party Person (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction DocumentsBasic Agreements. The Issuer Borrower shall indemnify the Funding Agent Administrative Agent, the Securities Intermediary or any such Affected Indemnified Party for the full amount of any such Taxes on the first Settlement Distribution Date which is not less than ten (10) days after immediately succeeding the date of written demand therefor by the Funding Agentsuch Person. (b) Each Affected Indemnified Party that is a Non-not incorporated under the laws of the United States Person of America or a state thereof or the District of Columbia shall: (i) deliver to the Issuer Borrower and to the Funding Administrative Agent (A) two duly completed copies of IRS Form W-8 BEN W-8BEN or Form W-8ECI, or successor applicable form, as the case may be, and (B) if applicable, an IRS Form W-8 ECIor W-9, or successor applicable form, as the case may be; (ii) deliver to the Issuer Borrower and to the Funding Administrative Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerBorrower; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer Borrower or the Funding Administrative Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Borrower and the Funding Administrative Agent. Each such Affected Indemnified Party so organized shall certify (i) in the case of an IRS Form W-8 BEN W-8BEN or IRS Form W-8 ECI (or successor applicable form)W-8ECI, that it is entitled to receive payments under the this Note Purchase Agreement and the other Transaction Documents Basic Agreements without deduction deduc- tion or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents taxes and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as ii) in the case may be)of an IRS Form W-8 or IRS Form W-9, (i) that it is entitled to receive all payments hereunder without deduction or withholding for or on account of any an exemption from United States federal Taxes and (ii) it is permitted backup withholding tax. Each Person that becomes a party to take this Agreement as an APA Bank, shall, prior to the actions described in the preceding sentence under the laws and any applicable double taxation treaties effectiveness of such assignment, participation or addition, as applicable, be required to provide all of the jurisdiction of its head office or any booking office used in connection with forms and statements required pursuant to this Note Purchase AgreementSection 8.3. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement form.-----------

Indemnity for Taxes. (a) All Any and all payments and deposits required to be made hereunder or under any other Transaction Document by the Issuer Servicer or the Seller shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding net income, profits or branch profits taxes that are imposed by the United States and franchise, profits, branch profits and net income taxes that are imposed on an Indemnified Party by the state or foreign jurisdiction under the laws of which such Indemnified Party is organized or in which it is a citizen, resident or domiciliary, or the jurisdiction in which any office making or participating in a purchase hereunder is located, or in each case any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Seller or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Indemnified Party, (i) the Seller shall make an additional payment to such Indemnified Party, in an amount sufficient so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Indemnified Party receives an amount equal to the Funding Agent for sum it would have received had no such deductions been made, (ii) the benefit Seller or the Servicer, as the case may be, shall make such deductions and (iii) the Seller or the Servicer, as the case may be, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. (b) In addition, the Seller agrees to pay any present or future stamp or other documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any other Transaction Document or from the execution, delivery or registration of the Purchasers under this Note Purchase Agreement or any other Transaction Document (hereinafter referred to as "Other Taxes"); provided that the Indemnified Party shall be made free and clear ofnotify Seller prior to the Initial Closing Date (or, and without deduction or withholding for or on account ofif later, any present or future stamp or similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed the date such Indemnified Party became a party to this Agreement) that such Other Taxes imposed by any Official Body, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Funding Agent or any other Affected Party, in each case imposed by any a foreign jurisdiction under the laws of which the Funding Agent or such Affected an Indemnified Party is organized or in which it is a citizen, resident or domiciliary, or (ii) a foreign jurisdiction in which any office making or participating in a purchase hereunder is located, (including, in each case, any political subdivision or taxing authority thereof or therein (all such nonexcluded taxesthereof), levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”). If any such Taxes are required to will be withheld from any amounts payable to the Funding Agent or any Affected Party hereunder, the amounts so payable to the Funding Agent or such Affected Party shall be increased due and owing to the extent that such Indemnified Party has knowledge of the same prior to the Initial Closing Date. (c) The Seller will indemnify each Indemnified Party for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.14) paid by such Indemnified Party and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within thirty days from the date the Indemnified Party makes written demand therefor (and a copy of such demand shall be delivered to the Administrative Agent and the Managing Agent for such Indemnified Party's Group). A certificate as to the amount of such indemnification submitted to the Seller, the Administrative Agent and the Managing Agent for such Indemnified Party's Group by such Indemnified Party, setting forth, in reasonable detail, the basis for and the calculation thereof, shall be conclusive and binding for all purposes absent manifest error. (d) Each Purchaser or Participant who is organized outside the United States (each, a "Non-U.S. Person") shall, prior to the date hereof (or, in the case of any Person who becomes a Purchaser or a Participant after the date hereof, prior to the date on which it so becomes a Purchaser or a Participant), (x) deliver to the Seller and the Administrative Agent such properly completed and duly executed certificates, documents or other evidence, as required by the IRC or Treasury regulations issued pursuant thereto, including Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required to establish that such payment is (i) not subject to withholding under the IRC because such payment is effectively connected with the conduct by such Indemnified Party of a trade or business in the United States or (ii) totally exempt from United States tax under a provision of an applicable tax treaty and (y) upon request of the Seller or the Administrative Agent, and to the extent it may do so under applicable law, furnish any other government forms which are necessary or required under an applicable tax treaty or otherwise by law to reduce or eliminate any withholding tax; provided, however, that in the event that a Non-U.S. Person is classified as other than a corporation for U.S. federal income tax purposes, such Non-U.S. Person agrees to provide any other form certificate or statement of exemption necessary to yield fully establish such Non-U.S. Person's (and, if applicable, such Non-U.S. Person's beneficial owners') entitlement to the Funding Agent or such Affected Party (after payment a complete exemption from withholding of all Taxes) U.S. taxes on all amounts payable hereunder at the rates or in the amounts specified in to be received by such Non-U.S. Person (or, if applicable, such Non-U.S. Person's beneficial owners') pursuant to this Note Purchase Agreement and the other Transaction Documents. The Issuer Each such Purchaser that changes its funding office shall indemnify promptly notify the Funding Seller and the Administrative Agent of such change and, upon written request from the Seller or the Administrative Agent, shall deliver any such Affected Party for new certificates, documents or other evidence required pursuant to the full amount preceding sentence prior to the immediately following due date of any such Taxes on the first Settlement Date which is not less than ten (10) days after the date of written demand therefor payment by the Funding AgentSeller hereunder. Unless the Seller and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments hereunder are not subject to United States withholding tax, notwithstanding paragraph (a), the Seller or the Administrative Agent shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Indemnified Party organized under the laws of a jurisdiction outside the United States, and the applicable provisions of paragraph (g) below shall apply to such Purchaser. (be) Each Affected Party that is a Further, each Non-United States U.S. Person shall: agrees (i) to deliver to the Issuer Seller and the Funding Agent Administrative Agent, and if applicable, the assigning Purchaser (or, in the case of a Participant, to the Purchaser from which the related participation shall have been transferred) two further duly completed and signed copies of IRS Form W-8 BEN or Form W-8 ECIany forms required to be delivered pursuant to Section 2.14(d), or successor and related applicable formforms, as the case may be; (ii) deliver to the Issuer and the Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and promptly after the occurrence of any event requiring a change in from the most recent form form(s) previously delivered by it to the Issuer; Seller and Administrative Agent, and, if applicable, the assigning Purchaser (or, in the case of a Participant, to the Purchaser from which the related participation shall have been transferred) in accordance with applicable U.S. laws and regulations and (ii) to notify promptly the Seller and the Administrative Agent, and, if applicable, the assigning Purchaser (or, in the case of a Participant, the Purchaser from which the related participation shall have been transferred) if it is no longer able to deliver, or if it is required to withdraw or cancel, any form or statement previously delivered by it. (iiif) obtain such extensions of time for filing Each Purchaser or Participant that is not a Non-U.S. Person shall deliver to the Seller and complete such forms or certifications as may reasonably be requested by the Issuer or Administrative Agent and, if applicable, the Funding Agent; unlessassigning Purchaser (or, in the case of a Participant, to the Purchaser from which the related participation shall have been transferred) two duly completed copies of United States Internal Revenue Service Form W-9 (or applicable successor form) unless it establishes to the reasonable satisfaction of the Seller that it is otherwise eligible for an exemption from backup withholding tax or other applicable withholding tax. Each such Purchaser or Participant shall deliver to the Seller and the Administrative Agent and, if applicable, the assigning Purchaser (or, in the case of a Participant, to the Purchaser from which the related participation shall have been transferred) two further properly completed and duly executed forms and statements (or applicable successor forms) at or before the time any such caseform or statement becomes obsolete. (g) The Seller shall not be required to pay any amounts to any Purchaser in respect of Taxes and Other Taxes pursuant to paragraphs (a), an event (includingb) and (c) above if the obligation to pay such amounts would not have arisen but for a failure by such Purchaser to comply with the provisions of paragraphs (b), without limitation(d), any (e) and (f) above unless such Purchaser is unable to comply with paragraphs (b), (d), (e) and (f) because of (i) a change in treatyapplicable law, law regulation or regulationofficial interpretation thereof or (ii) has occurred prior to an amendment, modification or revocation of any applicable tax treaty or a change in official position regarding the application or interpretation thereof, in each case after the date hereof (or, in the case of any Person who became a Purchaser after the date hereof, after the date on which it so became a Purchaser). (h) If the Administrative Agent or any Purchaser or Participant determines, in its sole discretion, that it has received a refund in respect of taxes paid or indemnified by the Seller, it shall promptly pay such delivery would otherwise be required whichrefund to the Seller, regardless but only to the extent of amounts paid or indemnified by the identity of the Affected Party, renders all such forms inapplicable or which, regardless of the identity of the Affected Party, would prevent such Affected Party from duly completing and delivering any such form Seller with respect to itTaxes, and such Affected Party so advises the Issuer and the Funding Agent. Each such Affected Party so organized shall certify in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form)provided, however, that it is entitled the Seller agrees to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents and warrants promptly return such refund to the Issuer and the Funding Administrative Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Partyapplicable Purchaser or Participant, as the case may be), (i) if it receives notice from the applicable Purchaser or Participant that such person is entitled required to receive all payments hereunder without deduction repay such refund, plus any penalties, interest or withholding for or on account of any United States federal Taxes and (ii) it is permitted other charges imposed by the relevant governmental authority. This Section shall not be construed to take require the actions described in the preceding sentence under the laws and any applicable double taxation treaties of the jurisdiction of its head office Administrative Agent or any booking office used in connection with this Note Purchase Agreement. Each Affected Party Purchaser or Participant to make available its tax returns (or any other information relating to its taxes which is a Non-United States Person further agrees that, it deems confidential) to the extent Seller or any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formother Person.

Indemnity for Taxes. (a) All payments made by the Issuer to the Funding Agent for the benefit of the Purchasers Borrower ------------------- under this Note Purchase Agreement or and any other Transaction Document Basic Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or similar other taxes, levies, imposts, duties, charges, fees, deductions or withholdingswithholdings (including interest and penalties), now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Funding Agent or any other Affected Party, in each case imposed by any jurisdiction under the laws of which the Funding Agent or such Affected Party is organized or any political subdivision or taxing authority thereof or therein than Excluded Taxes (all such nonexcluded non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “"Taxes”"). If any such Taxes are required to be withheld from any amounts payable ----- to the Administrative Agent, the Securities Intermediary, any Funding Agent or any Affected Indemnified Party hereunder, the amounts so payable to the Administrative Agent, the Securities Intermediary, any such Funding Agent or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Funding Agent or such Affected Party Person (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction DocumentsBasic Agreements. The Issuer Borrower shall indemnify the Administrative Agent, the Securities Intermediary, any Funding Agent or any such Affected Indemnified Party for the full amount of any such Taxes on the first Settlement Distribution Date which is not less than ten (10) days after immediately succeeding the date of written demand therefor by the Funding Agentsuch Person. (b) If any Taxes are directly asserted against any recipient with respect to any payment received by the Administrative Agent, the Securities Interme- diary, any Funding Agent or any Indemnified Party hereunder, the recipient may pay such Taxes and the Borrower will promptly pay such additional amounts (including any penalties, interest or expenses) as shall be necessary in order that the net amount received by the recipient after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such recipient would have received had such Taxes not been asserted. (c) Each Affected Indemnified Party that is a Non-not incorporated under the laws of the United States Person of America or a state thereof or the District of Columbia shall: (i) deliver to the Issuer Borrower and to the related Funding Agent (A) two duly completed copies of IRS Form W-8 BEN 1001 or Form 4224, or successor applicable form, as the case may be, and (B) if applicable, an IRS Form W-8 ECIor W-9, or successor applicable form, as the case may be; (ii) deliver to the Issuer Borrower and to the related Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerBorrower; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer Borrower or the such Funding Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Borrower and the related Funding Agent. Each such Affected Indemnified Party so organized shall certify (i) in the case of an IRS Form W-8 BEN 1001 or IRS Form W-8 ECI (or successor applicable form)4224, that it is entitled to receive payments under the this Note Purchase Agreement and the other Transaction Documents Basic Agreements without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents taxes and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as ii) in the case may be)of an IRS Form W-8 or IRS Form W-9, (i) that it is entitled to receive all payments hereunder without deduction or withholding for or on account of any an exemption from United States federal Taxes and (ii) it is permitted backup withholding tax. Each Person that becomes a party to take this Agreement as an APA Bank, shall, prior to the actions described in the preceding sentence under the laws and any applicable double taxation treaties effectiveness of such assignment, participation or addition, as applicable, be required to provide all of the jurisdiction of its head office or any booking office used in connection with forms and statements required pursuant to this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formSection 8.3.

Indemnity for Taxes. (a) All Any and all payments and deposits required to be made hereunder or under any other Transaction Document by the Issuer Servicer or the Seller shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding net income, profits or branch profits taxes that are imposed by the United States and franchise, profits, branch profits and net income taxes that are imposed on an Indemnified Party by the state or foreign jurisdiction under the laws of which such Indemnified Party is organized or in which it is a citizen, resident or domiciliary, or the jurisdiction in which any office making or participating in a purchase hereunder is located, or in each case any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Seller or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Indemnified Party, (i) the Seller shall make an additional payment to such Indemnified Party, in an amount sufficient so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Indemnified Party receives an amount equal to the Funding Agent for sum it would have received had no such deductions been made, (ii) the benefit Seller or the Servicer, as the case may be, shall make such deductions and (iii) the Seller or the Servicer, as the case may be, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. (b) In addition, the Seller agrees to pay any present or future stamp or other documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any other Transaction Document or from the execution, delivery or registration of the Purchasers under this Note Purchase Agreement or any other Transaction Document (hereinafter referred to as “Other Taxes”); provided that the Indemnified Party shall be made free and clear ofnotify Seller prior to the Initial Closing Date (or, and without deduction or withholding for or on account ofif later, any present or future stamp or similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed the date such Indemnified Party became a party to this Agreement) that such Other Taxes imposed by any Official Body, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Funding Agent or any other Affected Party, in each case imposed by any a foreign jurisdiction under the laws of which the Funding Agent or such Affected an Indemnified Party is organized or in which it is a citizen, resident or domiciliary, or (ii) a foreign jurisdiction in which any office making or participating in a purchase hereunder is located, (including, in each case, any political subdivision or taxing authority thereof or therein (all such nonexcluded taxesthereof), levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”). If any such Taxes are required to will be withheld from any amounts payable to the Funding Agent or any Affected Party hereunder, the amounts so payable to the Funding Agent or such Affected Party shall be increased due and owing to the extent that such Indemnified Party has knowledge of the same prior to the Initial Closing Date. (c) The Seller will indemnify each Indemnified Party for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.14) paid by such Indemnified Party and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within thirty days from the date the Indemnified Party makes written demand therefor (and a copy of such demand shall be delivered to the Administrative Agent and the Managing Agent for such Indemnified Party’s Group). A certificate as to the amount of such indemnification submitted to the Seller, the Administrative Agent and the Managing Agent for such Indemnified Party’s Group by such Indemnified Party, setting forth, in reasonable detail, the basis for and the calculation thereof, shall be conclusive and binding for all purposes absent manifest error. (d) Each Purchaser or Participant who is organized outside the United States (each, a “Non-U.S. Person”) shall, prior to the date hereof (or, in the case of any Person who becomes a Purchaser or a Participant after the date hereof, prior to the date on which it so becomes a Purchaser or a Participant), (x) deliver to the Seller and the Administrative Agent such properly completed and duly executed certificates, documents or other evidence, as required by the IRC or Treasury regulations issued pursuant thereto, including Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required to establish that such payment is (i) not subject to withholding under the IRC because such payment is effectively connected with the conduct by such Indemnified Party of a trade or business in the United States or (ii) totally exempt from United States tax under a provision of an applicable tax treaty and (y) upon request of the Seller or the Administrative Agent, and to the extent it may do so under applicable law, furnish any other government forms which are necessary or required under an applicable tax treaty or otherwise by law to reduce or eliminate any withholding tax; provided, however, that in the event that a Non-U.S. Person is classified as other than a corporation for U.S. federal income tax purposes, such Non-U.S. Person agrees to provide any other form certificate or statement of exemption necessary to yield fully establish such Non-U.S. Person’s (and, if applicable, such Non-U.S. Person’s beneficial owners’) entitlement to the Funding Agent or such Affected Party (after payment a complete exemption from withholding of all Taxes) U.S. taxes on all amounts payable hereunder at the rates or in the amounts specified in to be received by such Non-U.S. Person (or, if applicable, such Non-U.S. Person’s beneficial owners’) pursuant to this Note Purchase Agreement and the other Transaction Documents. The Issuer Each such Purchaser that changes its funding office shall indemnify promptly notify the Funding Seller and the Administrative Agent of such change and, upon written request from the Seller or the Administrative Agent, shall deliver any such Affected Party for new certificates, documents or other evidence required pursuant to the full amount preceding sentence prior to the immediately following due date of any such Taxes on the first Settlement Date which is not less than ten (10) days after the date of written demand therefor payment by the Funding AgentSeller hereunder. Unless the Seller and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments hereunder are not subject to United States withholding tax, notwithstanding paragraph (a), the Seller or the Administrative Agent shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Indemnified Party organized under the laws of a jurisdiction outside the United States, and the applicable provisions of paragraph (g) below shall apply to such Purchaser. (be) Each Affected Party that is a Further, each Non-United States U.S. Person shall: agrees (i) to deliver to the Issuer Seller and the Funding Agent Administrative Agent, and if applicable, the assigning Purchaser (or, in the case of a Participant, to the Purchaser from which the related participation shall have been transferred) two further duly completed and signed copies of IRS Form W-8 BEN or Form W-8 ECIany forms required to be delivered pursuant to Section 2.14(d), or successor and related applicable formforms, as the case may be; (ii) deliver to the Issuer and the Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and promptly after the occurrence of any event requiring a change in from the most recent form form(s) previously delivered by it to the Issuer; Seller and Administrative Agent, and, if applicable, the assigning Purchaser (or, in the case of a Participant, to the Purchaser from which the related participation shall have been transferred) in accordance with applicable U.S. laws and regulations and (ii) to notify promptly the Seller and the Administrative Agent, and, if applicable, the assigning Purchaser (or, in the case of a Participant, the Purchaser from which the related participation shall have been transferred) if it is no longer able to deliver, or if it is required to withdraw or cancel, any form or statement previously delivered by it. (iiif) obtain such extensions of time for filing Each Purchaser or Participant that is not a Non-U.S. Person shall deliver to the Seller and complete such forms or certifications as may reasonably be requested by the Issuer or Administrative Agent and, if applicable, the Funding Agent; unlessassigning Purchaser (or, in the case of a Participant, to the Purchaser from which the related participation shall have been transferred) two duly completed copies of United States Internal Revenue Service Form W-9 (or applicable successor form) unless it establishes to the reasonable satisfaction of the Seller that it is otherwise eligible for an exemption from backup withholding tax or other applicable withholding tax. Each such Purchaser or Participant shall deliver to the Seller and the Administrative Agent and, if applicable, the assigning Purchaser (or, in the case of a Participant, to the Purchaser from which the related participation shall have been transferred) two further properly completed and duly executed forms and statements (or applicable successor forms) at or before the time any such caseform or statement becomes obsolete. (g) The Seller shall not be required to pay any amounts to any Purchaser in respect of Taxes and Other Taxes pursuant to paragraphs (a), an event (includingb) and (c) above if the obligation to pay such amounts would not have arisen but for a failure by such Purchaser to comply with the provisions of paragraphs (b), without limitation(d), any (e) and (f) above unless such Purchaser is unable to comply with paragraphs (b), (d), (e) and (f) because of (i) a change in treatyapplicable law, law regulation or regulationofficial interpretation thereof or (ii) has occurred prior to an amendment, modification or revocation of any applicable tax treaty or a change in official position regarding the application or interpretation thereof, in each case after the date hereof (or, in the case of any Person who became a Purchaser after the date hereof, after the date on which it so became a Purchaser). (h) If the Administrative Agent or any Purchaser or Participant determines, in its sole discretion, that it has received a refund in respect of taxes paid or indemnified by the Seller, it shall promptly pay such delivery would otherwise be required whichrefund to the Seller, regardless but only to the extent of amounts paid or indemnified by the identity of the Affected Party, renders all such forms inapplicable or which, regardless of the identity of the Affected Party, would prevent such Affected Party from duly completing and delivering any such form Seller with respect to itTaxes, and such Affected Party so advises the Issuer and the Funding Agent. Each such Affected Party so organized shall certify in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form)provided, however, that it is entitled the Seller agrees to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents and warrants promptly return such refund to the Issuer and the Funding Administrative Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Partyapplicable Purchaser or Participant, as the case may be), (i) if it receives notice from the applicable Purchaser or Participant that such person is entitled required to receive all payments hereunder without deduction repay such refund, plus any penalties, interest or withholding for or on account of any United States federal Taxes and (ii) it is permitted other charges imposed by the relevant governmental authority. This Section shall not be construed to take require the actions described in the preceding sentence under the laws and any applicable double taxation treaties of the jurisdiction of its head office Administrative Agent or any booking office used in connection with this Note Purchase Agreement. Each Affected Party Purchaser or Participant to make available its tax returns (or any other information relating to its taxes which is a Non-United States Person further agrees that, it deems confidential) to the extent Seller or any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formother Person.

Indemnity for Taxes. (a) All payments made by the Issuer Transferor or the Collection Agent to the Funding Administrative Agent for the benefit of the Purchasers under this Note Purchase Agreement or and any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, of any present or future stamp or similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Funding Agent or any other Affected Party, in each case imposed by any jurisdiction under the laws of which the Funding Agent or such Affected Party is organized or any political subdivision or taxing authority thereof or therein (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Indemnified Taxes”). If any such Indemnified Taxes are required to be withheld from any amounts payable to the Funding Administrative Agent or any Affected Indemnified Party hereunder, (i) the amounts so payable to the Funding Administrative Agent or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Funding Administrative Agent or such Affected Indemnified Party (after payment of all Indemnified Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction DocumentsDocuments and (ii) the Transferor or the Collection Agent, as the case may be, shall make such deductions or withholdings and shall pay the amount so deducted or withheld to the applicable Official Body in accordance with the applicable law. The Issuer Transferor shall indemnify the Funding Administrative Agent or any such Affected Indemnified Party for the full amount of any such Indemnified Taxes on paid by the first Settlement Date which is not less than Administrative Agent or the Indemnified Party within ten (10) days Business Days after the date of written demand therefor by the Funding AgentAdministrative Agent or such Indemnified Party if the Administrative Agent or such Indemnified Party, as the case may be, has delivered to the Transferor a certificate signed by an officer of the Administrative Agent or such Indemnified Party, as the case may be, setting forth in reasonable detail the amount so paid and the computations made to determine such amount. Such certificate shall be conclusive absent manifest error. (b) Each Affected Indemnified Party that is not a Non-United States Person person (within the meaning of Section 7701(a)(30) of the Code) (a "United States Person") shall: (i) at the time such Indemnified Party becomes a party to this Agreement or the Transaction Documents, deliver to the Issuer Transferor and the Funding Administrative Agent (A) two duly completed copies of IRS Form W-8 BEN 4224, or successor applicable form, as the case may be, and (B) an IRS Form W-8 ECIor W-9, or successor applicable form, as the case may be; (ii) deliver to the Issuer Transferor and the Funding Administrative Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerTransferor or the Administrative Agent; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer Transferor or the Funding Administrative Agent; unless, in any such case, an event the case of (including, without limitationii) and (iii) above, any change in treaty, law regulation, governmental rule, guideline order, or regulation) official application or official interpretation thereof has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Transferor and the Funding Administrative Agent. Each such Affected Indemnified Party so organized that is not a United States person (A) shall certify (i) in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (4224, or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents taxes and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as ii) in the case may be)of an IRS Form W-8 or IRS Form W-9, (i) or successor applicable form, that it is entitled to receive all payments hereunder without deduction or withholding for or on account of any an exemption from United States federal Taxes backup withholding tax and (iiB) it shall agree to provide any other certification and documentation as required by the applicable law that is permitted reasonably requested by the Transferor, the Sellers or the Collection Agent. Each Person that is a Purchaser or Participant hereunder, or which otherwise becomes a party to take this Agreement and the actions described in other Transaction Documents as a Purchaser, shall, prior to the preceding sentence under the laws and any applicable double taxation treaties effectiveness of such assignment, participation or addition, as applicable, be required to provide all of the jurisdiction of its head office or any booking office used in connection with forms and statements required pursuant to this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formSection 2.22.

Indemnity for Taxes. (a) All payments made by the Issuer to the Funding Agent for the benefit of the Purchasers Borrower under this Note Purchase Agreement or and any other Transaction Document Basic Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or similar other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding EXCLUDING (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Administrative Agent, the Securities Intermediary, any Funding Agent or any other Affected Indemnified Party, however denominated, and (ii) franchise taxes imposed on any of them in lieu of income taxes, in each case imposed imposed: (1) by the United States or any political subdivision or taxing authority thereof or therein; (2) by any jurisdiction under the laws of which the Administrative Agent, the Securities Intermediary, any Funding Agent or such Affected Indemnified Party or lending office is organized or in which its lending office is located, managed or controlled or in which its principal office is located or any political subdivision or taxing authority thereof or therein therein; or (3) by reason of any connection between the jurisdiction imposing such tax and the Administrative Agent, the Securities Intermediary, any such Funding Agent, such Indemnified Party or such lending office other than a connection arising solely from this Agreement or any other Basic Agreement or any transaction hereunder or thereunder (all such nonexcluded non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”"TAXES"). If any such Taxes are required to be withheld from any amounts payable to the Administrative Agent, the Securities Intermediary, any Funding Agent or any Affected Indemnified Party hereunder, the amounts so payable to the Administrative Agent, the Securities Intermediary, any such Funding Agent or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Funding Agent or such Affected Party Person (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction DocumentsBasic Agreements. The Issuer Borrower shall indemnify the Administrative Agent, the Securities Intermediary, any Funding Agent or any such Affected Indemnified Party for the full amount of any such Taxes on the first Settlement Distribution Date which is not less than ten (10) days after immediately succeeding the date of written demand therefor by the Funding Agentsuch Person. (b) Each Affected Indemnified Party that is a Non-not incorporated under the laws of the United States Person of America or a state thereof or the District of Columbia shall: (i) deliver to the Issuer Borrower and to the related Funding Agent (A) two duly completed copies of IRS Form W-8 BEN 1001 or Form 4224, or successor applicable form, as the case may be, and (B) if applicable, an IRS Form W-8 ECIor W-9, or successor applicable form, as the case may be; (ii) deliver to the Issuer Borrower and to the related Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerBorrower; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer Borrower or the such Funding Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Borrower and the related Funding Agent. Each such Affected Indemnified Party so organized shall certify (i) in the case of an IRS Form W-8 BEN 1001 or IRS Form W-8 ECI (or successor applicable form)4224, that it is entitled to receive payments under the this Note Purchase Agreement and the other Transaction Documents Basic Agreements without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents taxes and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as ii) in the case may be)of an IRS Form W-8 or IRS Form W-9, (i) that it is entitled to receive all payments hereunder without deduction or withholding for or on account of any an exemption from United States federal Taxes and (ii) it is permitted backup withholding tax. Each Person that becomes a party to take this Agreement as an APA Bank, shall, prior to the actions described in the preceding sentence under the laws and any applicable double taxation treaties effectiveness of such assignment, participation or addition, as applicable, be required to provide all of the jurisdiction of its head office or any booking office used in connection with forms and statements required pursuant to this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formSection 8.3.

Indemnity for Taxes. (a) All payments made by the Issuer to the Funding Agent for the benefit of the Purchasers under this Note Purchase Agreement or any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future stamp or similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official BodyGovernmental Authority, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b)8.03 hereof, and (ii) taxes imposed on the net income of the Funding Agent or any other Affected Party, in each case imposed by any jurisdiction under the laws of which the Funding Agent or such Affected Party is organized or any political subdivision or taxing authority thereof or therein (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”). If any such Taxes are required to be withheld from any amounts payable to the Funding Agent or any Affected Party hereunder, the amounts so payable to the Funding Agent or such Affected Party shall be increased to the extent necessary to yield to the Funding Agent or such Affected Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer shall indemnify the Funding Agent or any such Affected Party for the full amount of any such Taxes on the first Settlement Payment Date which is not less than ten (10) days after the date of written demand therefor by the Funding Agent. (b) Each Affected Party that is a Non-United States Person shall: (i) deliver to the Issuer and the Funding Agent two duly completed copies of IRS Form W-8 BEN or Form W-8 ECI, or successor applicable form, as the case may be; (ii) deliver to the Issuer and the Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Issuer; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer or the Funding Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, renders all such forms inapplicable or which, regardless of the identity of the Affected Party, would prevent such Affected Party from duly completing and delivering any such form with respect to it, and such Affected Party so advises the Issuer and the Funding Agent. Each such Affected Party so organized shall certify in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as the case may be), (i) it is entitled to receive all payments hereunder without deduction or withholding for or on account of any United States federal Taxes and (ii) it is permitted to take the actions described in the preceding sentence under the laws and any applicable double taxation treaties of the jurisdiction of its head office or any booking office used in connection with this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement form.

Indemnity for Taxes. (a) All payments made by the Issuer Transferor, any Seller or the Servicer to the Funding Agent Agents for the benefit of the Initial Purchasers and the APA Bank Purchasers under this Note Purchase Agreement or and any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or similar other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if on the Affected Party had timely complied with net or branch income of the requirements of Section 8.03(b)Administrative Agent or any other Indemnified Party, however denominated, and (ii) franchise taxes imposed on the net or branch income of the Funding Administrative Agent or any other Affected PartyIndemnified Party and (iii) taxes imposed as a result of the failure of the Administrative Agent or such Indemnified Party to comply with the requirements of subsection 7.3(b) hereof if it is not incorporated under the laws of the United States of America or a State thereof or the District of Columbia, in each case imposed imposed: (1) by the United States or any political subdivision or taxing authority thereof or therein; (2) by any jurisdiction under the laws of which the Funding Administrative Agent or such Affected Indemnified Party or lending office is organized or in which its lending office is located, managed or controlled or in which its principal office is located or any political subdivision or taxing authority thereof or therein therein; or (3) by reason of any connection between the jurisdiction imposing such tax and the Administrative Agent, such Indemnified Party or such lending office other than a connection arising solely from this Agreement or any other Transaction Document or any transaction hereunder or thereunder (all such nonexcluded non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “"Taxes”"). If any such Taxes are required to be withheld from any amounts payable to the Funding Administrative Agent or any Affected Indemnified Party hereunder, the amounts so payable to the Funding Administrative Agent or such Affected Indemnified Party shall be increased to the extent necessary to yield to the Funding Administrative Agent or such Affected Indemnified Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer Transferor or TMN shall indemnify the Funding Administrative Agent or any such Affected Indemnified Party for the full amount of any such Taxes on the first Settlement Date which is not less than ten within thirty (1030) days after the date of written demand therefor by the Funding Administrative Agent. All amounts owed by the Transferor pursuant to this Section 7.3(a) shall be payable in accordance with Sections 2.5 and 2.6 and shall be Transferor Subordinated Obligations. Any amounts owed by TMN or the Servicer pursuant to this Section shall be had only from the assets of TMN or the Servicer, as applicable, and shall not be payable from Collections, except to the extent such Collections are released to TMN or the Servicer, as applicable, in accordance with Sections 2.5 and 2.6. (b) Each Affected Indemnified Party that is a Non-not incorporated under the laws of the United States Person of America or a State thereof or the District of Columbia shall: (i) deliver to the Issuer Transferor and the Funding Administrative Agent (A) two duly completed copies of IRS Form W-8 BEN 1001 or Form W-8 ECI4224, or successor applicable form, as the case may be, and (B) an IRS Form X-0XXX, X-0XXX or W-9, or successor applicable form, as the case may be; (ii) deliver to the Issuer Transferor and the Funding Administrative Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the IssuerTransferor; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer Transferor or the Funding Administrative Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, which renders all such forms inapplicable or which, regardless of the identity of the Affected Party, which would prevent such Affected Indemnified Party from duly completing and delivering any such form with respect to it, and such Affected Indemnified Party so advises the Issuer Transferor and the Funding Administrative Agent. Each such Affected Indemnified Party so organized shall certify (i) in the case of an IRS Form W-8 BEN 1001 or IRS Form W-8 ECI 4224 (or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents taxes and warrants to (ii) in the Issuer and the Funding Agent thatcase of an IRS Form W-8BEN, as of the date of this Note Purchase Agreement IRS Form W-8ECI or IRS Form W-9 (or the date such Person otherwise becomes an Affected Party, as the case may besuccessor applicable form), (i) that it is entitled to receive all payments hereunder without deduction or withholding for or on account of any an exemption from United States federal Taxes and (ii) it backup withholding tax. Each Person that is permitted to take the actions described in the preceding sentence an Initial Purchaser or Participant under the laws and any applicable double taxation treaties Transaction Documents, or which otherwise becomes a party to this Agreement as a PARCO APA Bank or a Fairway APA Bank, shall, prior to the effectiveness of such assignment, participation or addition, as applicable, be required to provide all of the jurisdiction of its head office or any booking office used in connection with forms and statements required pursuant to this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement formSection 7.3.