Common use of Payment of Indemnified Taxes Clause in Contracts

Payment of Indemnified Taxes. All payments by the Borrower of principal of, and interest on, the Loans and all other payments by the Borrower, the Seller, or the Servicer hereunder or under any other Transaction Document shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, levies, imposts, deductions, assessments, duties, withholdings or other charges of any nature whatsoever imposed by any Governmental Authority, including any interest or penalties thereon or additions thereto (any of the foregoing, “Taxes”), except as may be required by law. In the event that any withholding or deduction from any payment to be made by the Borrower hereunder and/or under any other Transaction Document is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Borrower will: (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the affected Lender or its agent an official receipt or other documentation evidencing such payment to such authority; and (iii) solely in the case of Taxes other than Excluded Taxes (such non-excluded Taxes imposed on or with respect to any payment made by or on account of any Obligation of the Borrower hereunder or under any other Transaction Document being called “Indemnified Taxes”), pay to the affected Lender or its agent such additional amount or amounts as is necessary to ensure that the net amount actually received by such Lender will equal the full amount such Lender would have received had no such withholding or deduction been required. In connection with any amounts to be reimbursed to any Lender on a Settlement Date pursuant to this Section, the Borrower hereby agrees that it shall cause the Servicer to reflect such amounts to be reimbursed to each Lender on the Servicer’s Monthly Settlement Certificate.