Common use of Indemnity for Taxes Clause in Contracts

Indemnity for Taxes. (a) All payments made by the Borrower or the Servicer to the Facility Agent, the Group Agents or the Lenders under this Agreement 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 other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body after the Effective Date, excluding (i) taxes imposed on the net income of the Facility Agent, the Group Agents or any other 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: (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 Facility Agent, the Group Agents or 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 (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 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 Facility Agent, the Group Agents, the Lenders or any Indemnified Party hereunder, the amounts so payable to the Facility Agent, the Group Agents, the Lenders or such Indemnified Party shall be increased to the extent necessary to yield to the Facility Agent, the Group Agents or such Indemnified Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Transaction Documents. The Borrower shall indemnify the Facility Agent, the Group Agents, the Lenders or any such Indemnified Party for the full amount of any such Taxes on the next Settlement Date after demand therefor by the Facility Agent, the Lenders or the Group Agents.

Indemnity for Taxes. (a) All payments made by the Borrower Transferor, any Seller or the Servicer Collection Agent to the Facility AgentAdministrative Agent for the benefit of the Funding Agents, the Group Agents or Initial Purchasers and the Lenders PARCO APA Banks under this Agreement 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 other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body after the Effective DateBody, excluding (i) taxes imposed on the net income of the Facility Agent, the Group Agents Administrative Agent or any other Indemnified Party, however denominated, (ii) taxes that would not have been imposed if the Indemnified Party had timely complied with the requirements of Section 7.3(b) hereof, and (iiiii) franchise taxes imposed on the net income of the Facility Agent, the Group Agents Administrative Agent or any other Indemnified Party, in each case 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 Facility Agent, the Group Agents Administrative Agent or 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 (3) by reason of any, any connection between the jurisdiction imposing such tax and the Facility Administrative 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 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 Facility Agent, the Group Agents, the Lenders Administrative Agent or any Indemnified Party hereunder, the amounts so payable to the Facility Agent, the Group Agents, the Lenders Administrative Agent or such Indemnified Party shall be increased to the extent necessary to yield to the Facility Agent, the Group Agents Administrative Agent or such Indemnified Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Transaction Documents. The Borrower Transferor or C&A shall indemnify the Facility Agent, the Group Agents, the Lenders Administrative Agent or any such Indemnified Party for the full amount of any such Taxes on within thirty (30) days after the next Settlement Date after date of written demand therefor by the Facility 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 Lenders extent such Collections are released to C&A or the Group AgentsCollection Agent, as applicable, in accordance with Sections 2.5 and 2.6.

Indemnity for Taxes. (a) All payments made by the Borrower or the Servicer to the Facility Agent, the Group Agents or the Lenders under this Agreement 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 other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body after the Effective DateBody, excluding EXCLUDING (i) taxes imposed on the net income of the Facility Administrative Agent, the Group Agents 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 Facility Agent, the Group Agents or any other Indemnified Partytaxes, in each case 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 Facility Administrative Agent, the Group Agents Securities Intermediary, any Funding Agent or 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 (3) by reason of any, any connection between the jurisdiction imposing such tax and the Facility Administrative Agent, the Group Agents 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 Transaction Document Basic Agreement or any transaction hereunder or thereunder (all such 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 Facility Administrative Agent, the Group AgentsSecurities Intermediary, the Lenders any Funding Agent or any Indemnified Party hereunder, the amounts so payable to the Facility Administrative Agent, the Group AgentsSecurities Intermediary, the Lenders any such Funding Agent or such Indemnified Party shall be increased to the extent necessary to yield to the Facility Agent, the Group Agents or such Indemnified Party Person (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Transaction DocumentsBasic Agreements. The Borrower shall indemnify the Facility Administrative Agent, the Group AgentsSecurities Intermediary, the Lenders any Funding Agent or any such Indemnified Party for the full amount of any such Taxes on the next Settlement Distribution Date after immediately succeeding the date of written demand therefor by the Facility Agent, the Lenders or the Group Agentssuch Person.

Indemnity for Taxes. (a) All payments made by the Borrower Transferor or the Servicer Collection Agent to the Facility Agent, the Group Agents Administrative Agent or the Lenders Funding Agents for the benefit of the Transferees under this Agreement 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 other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body after the Effective DateBody, excluding (i) taxes imposed on the net income of the Facility Administrative Agent, the Group Funding Agents or any other Indemnified Party, however denominated, and (ii) franchise taxes imposed on the net income of the Facility Administrative Agent, the Group Funding Agents or any other Indemnified Party, in each case 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 Facility Administrative Agent, the Group Funding Agents or 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 (3) by reason of any, any connection between the jurisdiction imposing such tax and the Facility Administrative Agent, the Group 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 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 Facility Administrative Agent, the Group Agents, the Lenders Funding Agents or any Indemnified Party hereunder, the amounts so payable to the Facility Administrative Agent, the Group Agents, the Lenders Funding Agents or such Indemnified Party shall be increased to the extent necessary to yield to the Facility Administrative Agent, the Group Funding Agents or such Indemnified Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Transaction Documents. The Borrower Transferor shall indemnify the Facility Administrative Agent, the Group Agents, the Lenders Funding Agents or any such Indemnified Party for the full amount of any such Taxes on the next Settlement Date after upon receipt of written demand therefor by the Facility Agent, the Lenders Administrative Agent or the Group Funding Agents.

Indemnity for Taxes. (a) All payments made by the Borrower Transferor or the Servicer Collection Agent to the Facility Agent, the Group Agents Administrative Agent or the Lenders Funding Agents for the benefit of the Transferees under this Agreement 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 other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body after Body, including by reason of changes the Effective Datemethod or basis of taxation of any amounts payable to any of the foregoing under the Transferred Interest, excluding (i) taxes imposed on the net income of the Facility Administrative Agent, the Group Funding Agents or any other Indemnified Party, however denominated, and (ii) franchise taxes imposed on the net income of the Facility Administrative Agent, the Group Funding Agents or any other Indemnified Party, in each case 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 Facility Administrative Agent, the Group Funding Agents or 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 (3) by reason of any, any connection between the jurisdiction imposing such tax and the Facility Administrative Agent, the Group 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 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 Facility Administrative Agent, the Group Agents, the Lenders Funding Agents or any Indemnified Party hereunder, the amounts so payable to the Facility Administrative Agent, the Group Agents, the Lenders Funding Agents or such Indemnified Party shall be increased to the extent necessary to yield to the Facility Administrative Agent, the Group Funding Agents or such Indemnified Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Transaction Documents. The Borrower Transferor shall indemnify the Facility Administrative Agent, the Group Agents, the Lenders Funding Agents or any such Indemnified Party for the full amount of any such Taxes on the next Settlement Date after upon receipt of written demand therefor by the Facility Agent, the Lenders Administrative Agent or the Group Funding Agents.

Indemnity for Taxes. (a) All payments made by the Borrower or the Servicer to the Facility Agent, the Group Agents or the Lenders ------------------- under this Agreement 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 other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body after the Effective DateBody, excluding (i) taxes imposed on the --------- net income of the Facility Administrative Agent, the Group Agents 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 Facility Agent, the Group Agents or any other Indemnified Partytaxes, in each case 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 Facility Administrative Agent, the Group Agents Securities Intermediary, any Funding Agent or 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 (3) by reason of any, any connection between the jurisdiction imposing such tax and the Facility Administrative Agent, the Group Agents 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 Transaction Document Basic Agreement or any transaction hereunder or thereunder (all such 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 Facility Administrative Agent, the Group AgentsSecurities Intermediary, the Lenders any Funding Agent or any Indemnified Party hereunder, the amounts so payable to the Facility Administrative Agent, the Group AgentsSecurities Intermediary, the Lenders any such Funding Agent or such Indemnified Party shall be increased to the extent necessary to yield to the Facility Agent, the Group Agents or such Indemnified Party Person (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Transaction DocumentsBasic Agreements. The Borrower shall indemnify the Facility Administrative Agent, the Group AgentsSecurities Intermediary, the Lenders any Funding Agent or any such Indemnified Party for the full amount of any such Taxes on the next Settlement Distribution Date after immediately succeeding the date of written demand therefor by the Facility Agent, the Lenders or the Group Agentssuch Person.