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.

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.

Indemnity for Taxes. (a) All Any and all payments and deposits required to be made by the Issuer to the Funding Agent for the benefit of the Purchasers hereunder or under this Note Purchase Agreement or any other Transaction Document by the Servicer or the Seller shall be made free and clear of, of and without deduction or withholding for or on account of, any and all present or future stamp or similar taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Bodyand all liabilities with respect thereto, excluding (i) net income, profits or branch profits taxes that would not have been are imposed if by the Affected Party had timely complied with the requirements of Section 8.03(b)United States and franchise, profits, branch profits and (ii) net income taxes that are imposed on an Indemnified Party by the net income of the Funding Agent state or any other Affected Party, in each case imposed by any foreign jurisdiction under the laws of which the Funding Agent or such Affected 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 or taxing authority thereof or therein (all such nonexcluded non-excluded taxes, levies, imposts, dutiesdeductions, charges, fees, deductions or withholdings, collectively or individually, “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 Taxes are Indemnified Party, in an amount sufficient so that, after making all required deductions (including deductions applicable to be withheld from any amounts additional sums payable under this Section 2.14), such Indemnified Party receives an amount equal to the Funding Agent sum it would have received had no such deductions been made, (ii) the Seller or any Affected Party hereunderthe Servicer, as the amounts so payable to case may be, shall make such deductions and (iii) the Funding Agent Seller or such Affected Party the Servicer, as the case may be, 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 pay the full amount of any such Taxes on deducted to the first Settlement Date which is not less than ten (10) days after the date of written demand therefor by the Funding Agentrelevant taxation authority or other authority in accordance with applicable law.

Indemnity for Taxes. (5 6 a) All payments made Notwithstanding any other provision of this Agreement, VKAC shall indemnify and save JOHN XXXXXX xxx each of its affiliates, officers, trustees and employees (each an "Indemnified Party") harmless from, against, for and in respect of all taxes imposed by the Issuer United Kingdom on VKAC or the Fund, in relation to the Funding Agent matters contemplated by this Agreement in the event that any such tax is assessed or charged on an Indemnified Party as a branch or agent of VKAC or the Fund. b) VKAC will not be liable under this indemnification provision with respect to any liabilities incurred by reason of an Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Fund. c) VKAC will not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified VKAC in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent). In case any such action is brought against the Indemnified Parties, VKAC will be entitled to participate, at its own expense, in the defense thereof. VKAC also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from VKAC to such party of VKAC's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and VKAC will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof. 3.5 DURATION OF AGREEMENT a) This Agreement, unless terminated pursuant to paragraph b or c below, shall have an initial term of two years, and thereafter shall continue in effect from year to year, provided its continued applicability is specifically approved at least annually by the Trustees or by a vote of the holders of a majority of the outstanding shares of the Fund. In addition, such continuation shall be approved by vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the benefit purpose of voting on such approval. As used in this paragraph, the term "interested person" shall have the same meaning as set forth in the 1940 Act. b) This Agreement may be terminated by sixty (60) days' written notice by either VKAC or JOHN XXXXXX xx the other party. The Agreement may also be terminated at any time, without the payment 6 7 of any penalty, by the Fund (by vote of the Purchasers under Trustees or, by the vote of a majority of the outstanding voting securities of such Fund), on sixty (60) days' written notice to both VKAC and JOHN XXXXXX. Xxis Agreement shall automatically terminate in the event of the termination of the investment advisory agreement between VKAC and the Fund. c) This Agreement shall terminate in the event of its assignment. The term "assignment" for this Note Purchase Agreement or any other Transaction Document purpose shall have the same meaning set forth in Section 2(a)(4) of the 1940 Xxx. d) Termination shall be made free without prejudice to the completion of any transactions which JOHN XXXXXX xxxll have committed to on behalf of the Fund prior to the time of termination. JOHN XXXXXX xxxll not effect and clear of, and without deduction or withholding for or the Fund shall not be entitled to instruct JOHN XXXXXX xx effect any further transactions on account of, behalf of the Fund subsequent to the time termination takes effect. e) This Agreement shall terminate forthwith by notice in writing on the happening 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 (of the following events: i) taxes that would if VKAC or JOHN XXXXXX xxxll go into liquidation (except a voluntary liquidation for the purpose of and followed by a bona fide reconstruction or amalgamation upon terms previously approved in writing by the party not in liquidation) or if a receiver or receiver and manager of any of the assets of any of them is appointed; or ii) if either of the parties hereto shall commit any breach of the provisions hereof and shall not have been imposed if remedied such breach within 30 days after the Affected Party had timely complied with service of notice by the requirements of Section 8.03(b), and (ii) taxes imposed party not in breach on the net income other requiring the same to be remedied. f) On the termination of this Agreement and completion of all matters referred to in the foregoing paragraph (d) JOHN XXXXXX xxxll deliver or cause to be delivered to the Fund copies of all documents, records and books 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 Fund required to be withheld from any amounts payable maintained pursuant to Rules 31a-1 or 31a-2 of the Funding Agent 1940 Act which are in JOHN XXXXXX'x xxxsession, power 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 control and which are valid and in force 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 termination. 3.6 Notices Any notice, request, instruction, or other document to be given under this Agreement by any party hereto to the Funding Agent.other parties shall be in writing and delivered personally or sent by mail or telecopy (with a hard copy to follow), If to JOHN XXXXXX, xx: Shackleton House 7

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.

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.

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.

Indemnity for Taxes. (a) All Any and all payments and deposits required to be made by the Issuer to the Funding Agent for the benefit of the Purchasers hereunder or under this Note Purchase Agreement or any other Transaction Document by the Servicer or the Seller shall be made free and clear of, of and without deduction or withholding for or on account of, any and all present or future stamp or similar taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Bodyand all liabilities with respect thereto, excluding (i) net income, profits or branch profits taxes that would not have been are imposed if by the Affected Party had timely complied with the requirements of Section 8.03(b)United States and franchise, profits, branch profits and (ii) net income taxes that are imposed on an Indemnified Party by the net income of the Funding Agent state or any other Affected Party, in each case imposed by any foreign jurisdiction under the laws of which the Funding Agent or such Affected 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 or taxing authority thereof or therein (all such nonexcluded non-excluded taxes, levies, imposts, dutiesdeductions, charges, fees, deductions or withholdings, collectively or individually, 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 Taxes are Indemnified Party, in an amount sufficient so that, after making all required deductions (including deductions applicable to be withheld from any amounts additional sums payable under this Section 2.14), such Indemnified Party receives an amount equal to the Funding Agent sum it would have received had no such deductions been made, (ii) the Seller or any Affected Party hereunderthe Servicer, as the amounts so payable to case may be, shall make such deductions and (iii) the Funding Agent Seller or such Affected Party the Servicer, as the case may be, 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 pay the full amount of any such Taxes on deducted to the first Settlement Date which is not less than ten (10) days after the date of written demand therefor by the Funding Agentrelevant taxation authority or other authority in accordance with applicable law.

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.

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.

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.

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.