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.

Payment of Indemnified Taxes. All payments by (a) Borrower shall pay (i) to the Borrower of principal ofapplicable Governmental Authority as and when due all Indemnified Taxes, in accordance with applicable Legal Requirements, and interest on(ii) to each applicable Lender, within ten (10) Business Days after written request by such Lender, all other Indemnified Taxes. Promptly following written request by a Lender, Borrower shall deliver to such Lender evidence, reasonably satisfactory to such Lender, of payment of Indemnified Taxes. (b) A Lender that is entitled to an exemption from or reduction of withholding Taxes with respect to payments made under any Loan Document shall deliver to Borrower, at the time or times reasonably requested by Xxxxxxxx, such properly completed and executed documentation reasonably requested by Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, a Lender, if reasonably requested by Borrower shall deliver such other documentation prescribed by applicable Legal Requirements or reasonably requested by Borrower as will enable Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the Loans completion, execution and all submission of such documentation (other payments by than such documentation set forth in Section 2.7.3(b)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in such Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the Borrower, legal or commercial position of such Lender. (c) Without limiting 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 generality of the foregoing, “Taxes”, (A) any Lender that is a U.S. Person shall deliver to Borrower on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Xxxxxxxx), except executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as may shall be required by law. In the event that any withholding or deduction from any payment to be made requested by the Borrower hereunder and/or under any other Transaction Document is required in respect of any Taxes pursuant to any applicable law, rule recipient) on or regulation, then the Borrower will: (i) pay directly prior to the relevant authority date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the full amount required to be so withheld or deducted; reasonable request of Borrower), whichever of the following is applicable: (ii1) 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 a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Taxes other than Excluded Taxes pursuant to the “interest” article of such tax treaty and (such non-excluded Taxes imposed on or y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Taxes pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate in such form as requested by Borrower to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or (4) to the extent a Foreign Lender is not the beneficial owner or is a partnership, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable), a U.S. Tax Compliance Certificate and/or other certification documents in such form as requested by Borrower, from or on behalf of each beneficial owner, or IRS Form W-9; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Xxxxxxxx), executed originals of any other form prescribed by applicable Legal Requirements as a basis for claiming exemption from or a reduction in U.S. federal withholding Taxes, duly completed, together with such supplementary documentation as may be prescribed by applicable Legal Requirements to permit Borrower to determine the withholding or deduction required to be made; and (D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Taxes imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or on account 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower at the time or times prescribed by applicable Legal Requirements and at such time or times reasonably requested by Borrower such documentation prescribed by applicable Legal Requirements (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower as may be necessary for Borrower to comply with their obligations under FATCA and to determine that such Xxxxxx has complied with such Xxxxxx’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower in writing of its legal inability to do so. (d) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Obligation Taxes as to which it has been indemnified pursuant to this Section 2.7.3 (including by the payment of the Borrower hereunder or under any other Transaction Document being called “Indemnified Taxes”additional amounts pursuant to this Section 2.7.3), it shall pay to the affected Lender or its agent indemnifying party an amount equal to such additional refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the 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 paid over pursuant to this Sectionparagraph (d) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (d), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (d) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Taxes subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Taxes had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (e) For purposes of this Section 2.7.3, 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 Certificateterm “applicable Legal Requirements” includes FATCA.

Payment of Indemnified Taxes. All payments by DB1/ 149149761.5 (a) Borrower shall pay (i) to the Borrower of principal ofapplicable Governmental Authority as and when due all Indemnified Taxes, in accordance with applicable Legal Requirements, and interest on(ii) to each applicable Lender, within ten (10) Business Days after written request by such Lender, all other Indemnified Taxes. Promptly following written request by a Lender, Borrower shall deliver to such Lender evidence, reasonably satisfactory to such Lender, of payment of Indemnified Taxes. (b) A Lender that is entitled to an exemption from or reduction of withholding Taxes with respect to payments made under any Loan Document shall deliver to Borrower, at the time or times reasonably requested by Xxxxxxxx, such properly completed and executed documentation reasonably requested by Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, a Lender, if reasonably requested by Borrower shall deliver such other documentation prescribed by applicable Legal Requirements or reasonably requested by Borrower as will enable Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the Loans completion, execution and all submission of such documentation (other payments by than such documentation set forth in Section 2.7.3(b)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in such Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the Borrower, legal or commercial position of such Lender. (c) Without limiting 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 generality of the foregoing, “Taxes”, (A) any Lender that is a U.S. Person shall deliver to Borrower on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Xxxxxxxx), except executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as may shall be required by law. In the event that any withholding or deduction from any payment to be made requested by the Borrower hereunder and/or under any other Transaction Document is required in respect of any Taxes pursuant to any applicable law, rule recipient) on or regulation, then the Borrower will: (i) pay directly prior to the relevant authority date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the full amount required to be so withheld or deducted; reasonable request of Borrower), whichever of the following is applicable: (ii1) 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 a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Taxes other than Excluded Taxes pursuant to the “interest” article of such tax treaty and (such non-excluded Taxes imposed on or y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Taxes pursuant to the “business profits” or “other income” article of such tax treaty; (2) executed originals of IRS Form W-8ECI; DB1/ 149149761.5 (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate in such form as requested by Borrower to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or (4) to the extent a Foreign Lender is not the beneficial owner or is a partnership, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable), a U.S. Tax Compliance Certificate and/or other certification documents in such form as requested by Borrower, from or on behalf of each beneficial owner, or IRS Form W-9; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Xxxxxxxx), executed originals of any other form prescribed by applicable Legal Requirements as a basis for claiming exemption from or a reduction in U.S. federal withholding Taxes, duly completed, together with such supplementary documentation as may be prescribed by applicable Legal Requirements to permit Borrower to determine the withholding or deduction required to be made; and (D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Taxes imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or on account 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower at the time or times prescribed by applicable Legal Requirements and at such time or times reasonably requested by Borrower such documentation prescribed by applicable Legal Requirements (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower as may be necessary for Borrower to comply with their obligations under FATCA and to determine that such Xxxxxx has complied with such Xxxxxx’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower in writing of its legal inability to do so. (d) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Obligation Taxes as to which it has been indemnified pursuant to this Section 2.7.3 (including by the payment of the Borrower hereunder or under any other Transaction Document being called “Indemnified Taxes”additional amounts pursuant to this Section 2.7.3), it shall pay to the affected Lender or its agent indemnifying party an amount equal to such additional refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the 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 paid over pursuant to this SectionDB1/ 149149761.5 paragraph (d) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (d), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (d) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Taxes subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Taxes had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (e) For purposes of this Section 2.7.3, 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 Certificateterm “applicable Legal Requirements” includes FATCA.