Common use of Special Taxes Clause in Contracts

Special Taxes. Borrower shall make all payments hereunder free and clear of and without deduction for Special Taxes, except as required by applicable law. If Borrower shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable hereunder or under any other Loan Document to Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.8.2) Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, and (iii) Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. Notwithstanding anything contained herein to the contrary, if pursuant to this Section 2.8.2, Borrower is, or will be, required to increase any payment to Lender on account of Indemnified Taxes, Borrower may, at its option and upon not less than fifteen (15) days’ prior notice to Lender (which notice shall be delivered to Lender no later than fifteen (15) days after Lender’s delivery to Borrower of written notice regarding the increase of payments to Lender on account of Indemnified Taxes), prepay the Loan in whole, together with the amount of any such Indemnified Taxes that have at such time already been incurred by or paid by Lender, any applicable Spread Maintenance Premium (if such prepayment occurs prior to or on the Spread Maintenance Date) and all other amounts due and payable under Section 2.4.6 in connection with such prepayment. Notwithstanding anything to the contrary herein, no amount shall be payable to a Lender under this Section 2.8.2 during the period in which the Loan is included in a Securitization.

Special Taxes. Borrower shall make all payments hereunder free and clear of and without deduction for Special Taxes, except as required by applicable law. If Borrower shall be required by law to deduct any Special Taxes that are Indemnified Taxes from or in respect of any sum payable hereunder or under any other Loan Document to Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.8.2) Lender receives an amount equal to the sum it would have received had no such deductions for Special Taxes that are Indemnified Taxes been made, (ii) made Borrower shall make such deductions, any deductions for Special Taxes required by applicable law and (iii) Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. Notwithstanding anything contained herein to the contrary, if pursuant to this Section 2.8.2, Borrower is, or will be, required to increase any payment to Lender on account of Indemnified Taxes, Borrower may, at its option and upon not less than fifteen (15) days’ prior notice to Lender (which notice shall be delivered to Lender no later than fifteen (15) days after Lender’s delivery to Borrower of written notice regarding the increase of payments to Lender on account of Indemnified Taxes), prepay the Loan in whole, together with the amount of any such Indemnified Taxes that have at such time already been incurred by or paid by Lender, any applicable Spread Maintenance Premium (if such prepayment occurs prior to or on the Spread Maintenance Date) and all other amounts due and payable under Section 2.4.6 in connection with such prepayment. Notwithstanding anything to the contrary herein, no amount shall be payable to a Lender under this Section 2.8.2 during the period in which the Loan is included in a Securitization.

Special Taxes. Borrower shall make all payments hereunder free and clear of and without deduction for Special Taxes, except as required by applicable law. If Borrower shall be required by law to deduct any Special Taxes that are Indemnified Taxes from or in respect of any sum payable hereunder or under any other Loan Document to Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.8.2) Lender receives an amount equal to the sum it would have received had no such deductions for Special Taxes that are Indemnified Taxes been made, (ii) . Borrower shall make such deductions, any deductions for Special Taxes required by applicable law and (iii) Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. Notwithstanding anything contained herein to the contrary, if pursuant to this Section 2.8.2, Borrower is, or will be, required to increase any payment to Lender on account of Indemnified Taxes, Borrower may, at its option and upon not less than fifteen (15) days’ prior notice to Lender (which notice shall be delivered to Lender no later than fifteen (15) days after Lender’s delivery to Borrower of written notice regarding the increase of payments to Lender on account of Indemnified Taxes), prepay the Loan in whole, together with the amount of any such Indemnified Taxes that have at such time already been incurred by or paid by Lender, any applicable Spread Maintenance Premium (if such prepayment occurs prior to or on the Spread Maintenance Date) and all other amounts due and payable under Section 2.4.6 in connection with such prepayment. Notwithstanding anything to the contrary herein, no amount shall be payable to a Lender under this Section 2.8.2 during the period in which the Loan is included in a Securitization.

Special Taxes. Borrower shall make all payments hereunder free and clear of and without deduction for Special Taxes, except as required by applicable law. If Borrower shall be required by law to deduct any Special Taxes that are Indemnified Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Co-Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.8.22.9.2) the applicable Co-Lender receives an amount equal to the sum it would have received had no such deductions for Special Taxes that are Indemnified Taxes been made, (ii) . Borrower shall make such deductions, any deductions for Special Taxes required by applicable law and (iii) Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. Notwithstanding anything contained herein to the contrary, if pursuant to this Section 2.8.22.9.2, Borrower is, or will be, required to increase any payment to any Co-Lender on account of Indemnified Taxes, Borrower may, at its option and upon not less than fifteen (15) days’ prior notice to such Co-Lender (which notice shall be delivered to such Co-Lender no later than fifteen (15) days after such Co-Lender’s delivery to Borrower of written notice regarding the increase of payments to such Co-Lender on account of Indemnified Taxes), prepay the Loan in whole, together with the amount of any such Indemnified Taxes that have at such time already been incurred by or paid by such Co-Lender, any applicable Spread Maintenance Premium (if such prepayment occurs prior to or on during the Spread Maintenance Date) Period), and all other amounts due and payable under Section 2.4.6 2.4.5 in connection with such prepayment. Notwithstanding anything to the contrary hereinherein (including for the avoidance of doubt, Section 2.9.6), no amount shall be payable to a Co-Lender under this Section 2.8.2 2.9.2 during the period in which the Loan is included in a Securitization.

Special Taxes. Borrower shall make all payments hereunder free and clear of and without deduction for Special Taxes, except as required by applicable law. If Borrower 43 shall be required by law to deduct any Special Taxes that are Indemnified Taxes from or in respect of any sum payable hereunder or under any other Loan Document to Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.8.22.9.2) Lender receives an amount equal to the sum it would have received had no such deductions for Special Taxes that are Indemnified Taxes been made, (ii) . Borrower shall make such deductions, any deductions for Special Taxes required by applicable law and (iii) Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. Notwithstanding anything contained herein to the contrary, if pursuant to this Section 2.8.22.9.2, Borrower is, or will be, required to increase any payment to Lender on account of Indemnified Taxes, Borrower may, at its option and upon not less than fifteen (15) days’ prior notice to Lender (which notice shall be delivered to Lender no later than fifteen (15) days after Lender’s delivery to Borrower of written notice regarding the increase of payments to Lender on account of Indemnified Taxes), prepay the Loan in whole, together with the amount of any such Indemnified Taxes that have at such time already been incurred by or paid by Lender, any applicable Spread Maintenance Premium (if such prepayment occurs prior to or on during the Spread Maintenance Date) Period), and all other amounts due and payable under Section 2.4.6 2.4.5 in connection with such prepayment. Notwithstanding anything to the contrary hereinherein (including for the avoidance of doubt, Section 2.9.6), no amount shall be payable to a Lender under this Section 2.8.2 2.9.2 during the period in which the Loan is included in a Securitization.

Special Taxes. Borrower shall make all payments hereunder free and clear of and without deduction for Special Taxes, except as required by applicable law. If Borrower shall be required by law to deduct any Indemnified Special Taxes from or in respect of any sum payable hereunder or under any other Loan Document to Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.8.22.5.2) Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, and (iii) Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. Notwithstanding anything contained herein to the contrary, if pursuant to this Section 2.8.2, Borrower is, or will be, required to increase any payment to Lender on account of Indemnified Taxes, Borrower may, at its option and upon not less than fifteen (15) days’ prior notice to Lender (which notice shall be delivered to Lender no later than fifteen (15) days after Lender’s delivery to Borrower of written notice regarding the increase of payments to Lender on account of Indemnified Taxes), prepay the Loan in whole, together with the amount of any such Indemnified Taxes that have at such time already been incurred by or paid by Lender, any applicable Spread Maintenance Premium (if such prepayment occurs prior to or on the Spread Maintenance Date) and all other amounts due and payable under Section 2.4.6 in connection with such prepayment. Notwithstanding anything to the contrary herein, no amount shall be payable to a Lender under contained in this Section 2.8.2 during 2.5, Borrower shall not be liable for any amounts as a result of (a) withholding for Special Taxes or additional costs incurred as a result of the period in assignment of all or any portion of the Loan by Lender to any Person that is subject to Special Taxes at the time of such assignment, which Special Taxes exceed the Special Taxes to which the Loan assignor is included subject, and which is organized under or has its principal place of business outside of the United States of America or any political subdivision thereof or (b) failure of Lender to comply with any certification, identification, information, documentation or other reporting requirement if (i) such compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or reduction in a Securitizationthe rate of, deduction or withholding of any Special Taxes and (ii) at least thirty (30) days prior to the first Payment Date with respect to which the Borrower shall apply this clause (b), Borrower shall have notified the Lender that the Lender will be required to comply with such requirement, provided, however, that the exclusion set forth in this clause (b) shall not apply in respect of any certification, identification, information, documentation or other reporting requirement if such requirement would be materially more onerous, in form, in procedure or in the substance of information disclosed, to the Lender than comparable information or other reporting requirements imposed under U.S. Tax law, regulation and administrative practice (such as IRS Forms W-8BEN and W-9).

Special Taxes. Borrower shall make all payments hereunder free and clear of and without deduction for Special Taxes, except as required by applicable law. If Borrower shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable hereunder or under any other Loan Document to Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.8.2) Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, and (iii) Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. Notwithstanding anything contained herein to the contrary, if pursuant to this Section 2.8.2, Borrower is, or will be, required to increase any payment to Lender on account of Indemnified Taxes, Borrower may, at its option and upon not less than fifteen (15) days’ prior notice to Lender (which notice shall be delivered to Lender no later than fifteen (15) days after Lender’s delivery to Borrower of written notice regarding the increase of payments to Lender on account of Indemnified Taxes), prepay the Loan in whole, together with the amount of any such Indemnified Taxes that have at such time already been incurred by or paid by Lender, any applicable Spread Maintenance Premium (if such prepayment occurs prior to or on the Spread Maintenance Date) and all other amounts due and payable under Section 2.4.6 in connection with such prepayment. Notwithstanding anything to the contrary herein, no amount shall be payable to a Lender under this Section 2.8.2 during the period in which the Loan is included in a Securitization.. -50- Mezzanine Loan Agreement

Special Taxes. Borrower shall make Any and all payments by or on account of any obligation of Borrower hereunder and under the other Loan Documents shall be made free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges, withholdings, fees or assessments, and all interest, additions to tax, penalties or liabilities with respect thereto (“Special Taxes”), except as required by applicable lawLegal Requirements. If Borrower shall be required by law Legal Requirements to deduct or withhold any Indemnified such Special Taxes from or in respect of any sum payable or withheld hereunder or under any other Loan Document to Lender, the following shall apply: (i) if such Special Tax is an Indemnified Tax, the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions applicable to additional sums payable under this Section 2.8.2) 10.25), Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) Borrower shall make such deductions, deductions or withholdings and (iii) Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable lawLegal Requirements (taking into account any extensions of time for filing made in compliance with applicable Legal Requirements). Notwithstanding anything contained herein In addition, Borrower shall timely pay to the contraryrelevant Governmental Authority in accordance with applicable Legal Requirements any Other Taxes. Borrower shall indemnify the relevant Co-Lender, if within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 10.25) payable or paid by such Co-Lender or required to be withheld or deducted from a payment to such Co-Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by the relevant Co-Lender shall be conclusive absent manifest error. As soon as practicable after payment of any Indemnified Taxes by Borrower to a Governmental Authority pursuant to this Section 2.8.210.25, Borrower isshall deliver evidence of such payment 100 Mezzanine Loan Agreement reasonably satisfactory to the relevant Co-Lender. Any Co-Lender that is entitled to an exemption from, or reduction of, withholding Special Tax with respect to payments made under any Loan Document shall deliver to Borrower, at the time or times reasonably requested by Borrower, such properly completed and executed documentation reasonably requested by Borrower as will bepermit such payments to be made without withholding or at a reduced rate of withholding. In addition, required any Co-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 increase determine whether or not such Co-Lender is subject to backup withholding or information reporting requirements. If a Co-Lender, in its sole discretion exercised in good faith, determines that it has received a refund of any payment to Lender on account of Indemnified Taxes, Borrower may, at its option and upon not less than fifteen (15) days’ prior notice to Lender (which notice it shall be delivered to Lender no later than fifteen (15) days after Lender’s delivery pay to Borrower an amount equal to such refund (but only to the extent of written notice regarding indemnity payments made or additional amounts paid under this Section with respect to the increase of payments Special Taxes giving rise to Lender on account of Indemnified Taxessuch refund), prepay net of all out-of-pocket expenses (including Special Taxes) of such Co-Lender and without interest (other than any interest paid by the Loan in wholerelevant Governmental Authority with respect to such refund). Borrower, together with upon the request of such Co-Lender, shall repay to such Co-Lender the amount of paid over pursuant to this Section 10.25 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such Indemnified Taxes that have at Co-Lender is required to repay such time already been incurred by or paid by Lender, any applicable Spread Maintenance Premium (if refund to such prepayment occurs prior to or on the Spread Maintenance Date) and all other amounts due and payable under Section 2.4.6 in connection with such prepaymentGovernmental Authority. Notwithstanding anything to the contrary herein, no amount shall be payable to a Lender under in this Section 2.8.2 during 10.25, in no event will a Co-Lender be required to pay any amount to Borrower pursuant to this Section 10.25 the period in payment of which the Loan is included would place such Co-Lender in a Securitizationless favorable net after-Special Tax position than such Co-Lender would have been in if the Special Tax 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 Special Tax had never been paid. This Section 10.25 shall not be construed to require any Co-Lender to make available its Special Tax returns (or any other information relating to its Special Taxes that it deems confidential) to Borrower or any other Person.

Special Taxes. Borrower shall make Any and all payments by or on account of any obligation of Borrower hereunder and under the other Loan Documents shall be made free and clear of and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges, withholdings, fees or assessments, and all interest, additions to tax, penalties or liabilities with respect thereto (“Special Taxes”), except as required by applicable lawLegal Requirements. If Borrower shall be required by law Legal Requirements to deduct or withhold any Indemnified such Special Taxes from or in respect of any sum payable or withheld hereunder or under any other Loan Document to Lender, the following shall apply: (i) if such Special Tax is an Indemnified Tax, the sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions applicable to additional sums payable under this Section 2.8.2) 10.25), Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) Borrower shall make such deductions, deductions or withholdings and (iii) Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable lawLegal Requirements (taking into account any extensions of time for filing made in compliance with applicable Legal Requirements). Notwithstanding anything contained herein In addition, Borrower shall timely pay to the contraryrelevant Governmental Authority in accordance with applicable Legal Requirements any Other Taxes. Borrower shall indemnify the relevant Co-Lender, if within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 10.25) payable or paid by such Co-Lender or required to be withheld or deducted from a payment to such Co-Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by the relevant Co-Lender shall be conclusive absent manifest error. As soon as practicable after payment of any Indemnified Taxes by Borrower to a Governmental Authority pursuant to this Section 2.8.210.25, Borrower isshall deliver evidence of such payment reasonably satisfactory to the relevant Co-Lender. Any Co-Lender that is entitled to an exemption from, or reduction of, withholding Special Tax with respect to payments made under any Loan Document shall deliver to Borrower, at the time or times reasonably requested by Borrower, such properly completed and executed documentation reasonably requested by Borrower as will bepermit such payments to be made without withholding or at a reduced rate of withholding. In addition, required any Co-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 increase determine whether or not such Co-Lender is subject to backup withholding or information reporting requirements. If a Co-Lender, in its sole discretion exercised in good faith, determines that it has received a refund of any payment to Lender on account of Indemnified Taxes, Borrower may, at its option and upon not less than fifteen (15) days’ prior notice to Lender (which notice it shall be delivered to Lender no later than fifteen (15) days after Lender’s delivery pay to Borrower an amount equal to such refund (but only to the extent of written notice regarding indemnity payments made or additional amounts paid under this Section with respect to the increase of payments Special Taxes giving rise to Lender on account of Indemnified Taxessuch refund), prepay net of all out-of-pocket expenses (including Special Taxes) of such Co-Lender and without interest (other than any interest paid by the Loan in wholerelevant Governmental Authority with respect to such refund). Borrower, together with upon the request of such Co-Lender, shall repay to such Co-Lender the amount of paid over pursuant to this Section 10.25 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such Indemnified Taxes that have at Co-Lender is required to repay such time already been incurred by or paid by Lender, any applicable Spread Maintenance Premium (if refund to such prepayment occurs prior to or on the Spread Maintenance Date) and all other amounts due and payable under Section 2.4.6 in connection with such prepaymentGovernmental Authority. Notwithstanding anything to the contrary herein, no amount shall be payable to a Lender under in this Section 2.8.2 during 10.25, in no event will a Co-Lender be required to pay any amount to Borrower pursuant to this Section 10.25 the period in payment of which the Loan is included would place such Co-Lender in a Securitizationless favorable net after-Special Tax position than such Co-Lender would have been in if the Special Tax 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 Special Tax had never been paid. This Section 10.25 shall not be construed to require any Co-Lender to make available its Special Tax returns (or any other information relating to its Special Taxes that it deems confidential) to Borrower or any other Person.