Common use of Payments to be Free of Taxes; Withholding Clause in Contracts

Payments to be Free of Taxes; Withholding. All payments made by the Seller under this Agreement and the other Facility Papers 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 Governmental Authority, excluding, in the case of the Buyer, net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Buyer as a result of a present or former connection between the jurisdiction of the government or taxing authority imposing such tax and the Buyer (excluding a connection arising solely from the Buyer having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or the other Facility Papers) or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Buyer hereunder or under other Facility Papers, the amounts so payable to the Buyer shall be increased to the extent necessary to yield to the Buyer (after payment of all Taxes) interest (or its equivalent) or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Facility Papers. Whenever any Taxes are payable by the Seller, as promptly as possible thereafter the Seller shall send to the Buyer a certified copy of an original official receipt received by the Seller showing payment thereof. If the Seller fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Buyer the required receipts or other required documentary evidence, the Seller shall indemnify the Buyer for any incremental taxes, interest or penalties that may become payable by the Buyer as a result of any such failure. The agreements in this subsection shall survive the termination of this Agreement and the payment of the amounts payable hereunder and under the other Facility Papers.

Payments to be Free of Taxes; Withholding. All Any and all payments made by the Seller under or in respect of this Agreement and or any other Transaction Documents to which the other Facility Papers Seller is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future income, stamp or other taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental AuthorityAuthority (collectively, excluding“Taxes”), unless required by any Legal Requirement. If the Seller shall be required under any applicable Legal Requirement to deduct or withhold any Taxes from or in respect of any sum payable under or in respect of this Agreement or any of the other Transaction Documents to the Agent (for the account of the Buyers), (a) the Seller shall make all such deductions and withholdings in respect of Taxes, (b) the Seller shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with any applicable Legal Requirement and (c) the sum payable by the Seller shall be increased as may be necessary so that after the Seller has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 7) each Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-excluded Taxes. For purposes of this Agreement the term “Non-excluded Taxes” means Taxes other than, in the case of the Buyerany Person, Taxes that are imposed on its overall net income taxes (and franchise taxes (imposed in lieu of net income taxesthereof) imposed on the Buyer as a result of a present or former connection between by the jurisdiction under the laws of the government which such Person is organized or taxing authority imposing such tax and the Buyer (excluding a connection arising solely from the Buyer having executedof its applicable lending office, delivered, performed its obligations or received a payment under, or enforced, this Agreement or the other Facility Papers) or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Buyer hereunder or under other Facility Papers, the amounts so payable to the Buyer shall be increased to the extent necessary to yield to the Buyer (after payment of all Taxes) interest (or its equivalent) or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Facility Papers. Whenever any Taxes are payable by the Seller, as promptly as possible thereafter the Seller shall send to the Buyer a certified copy of an original official receipt received by the Seller showing payment thereof. If the Seller fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Buyer the required receipts or other required documentary evidence, the Seller shall indemnify the Buyer for any incremental taxes, interest or penalties that may become payable by the Buyer as a result of any such failure. The agreements in this subsection shall survive the termination of this Agreement and the payment of the amounts payable hereunder and under the other Facility Papers7.2.

Payments to be Free of Taxes; Withholding. All Any and all payments made by the Seller under or in respect of this Agreement and or any other Repurchase Documents to which the other Facility Papers Seller is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future income, stamp or other taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental AuthorityAuthority (collectively, excluding“Taxes”), unless required by any Legal Requirement. If the Seller shall be required under any applicable Legal Requirement to deduct or withhold any Taxes from or in respect of any sum payable under or in respect of this Agreement or any of the other Repurchase Documents to the Agent (for the account of the Buyers), (a) the Seller shall make all such deductions and withholdings in respect of Taxes, (b) the Seller shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with any applicable Legal Requirement and (c) the sum payable by the Seller shall be increased as may be necessary so that after the Seller has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 7) each Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-excluded Taxes. For purposes of this Agreement the term “Non- excluded Taxes” means Taxes other than, in the case of the Buyerany Person, Taxes that are imposed on its overall net income taxes (and franchise taxes (imposed in lieu of net income taxesthereof) imposed on the Buyer as a result of a present or former connection between by the jurisdiction under the laws of the government which such Person is organized or taxing authority imposing such tax and the Buyer (excluding a connection arising solely from the Buyer having executedof its applicable lending office, delivered, performed its obligations or received a payment under, or enforced, this Agreement or the other Facility Papers) or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Buyer hereunder or under other Facility Papers, the amounts so payable to the Buyer shall be increased to the extent necessary to yield to the Buyer (after payment of all Taxes) interest (or its equivalent) or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Facility Papers. Whenever any Taxes are payable by the Seller, as promptly as possible thereafter the Seller shall send to the Buyer a certified copy of an original official receipt received by the Seller showing payment thereof. If the Seller fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Buyer the required receipts or other required documentary evidence, the Seller shall indemnify the Buyer for any incremental taxes, interest or penalties that may become payable by the Buyer as a result of any such failure. The agreements in this subsection shall survive the termination of this Agreement and the payment of the amounts payable hereunder and under the other Facility Papers7.2.

Payments to be Free of Taxes; Withholding. All Any and all payments made by the Seller under or in respect of this Agreement and or any other Repurchase Documents to which the other Facility Papers Seller is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future income, stamp or other taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental AuthorityAuthority (collectively, excluding“Taxes”), unless required by any Legal Requirement. If the Seller shall be required under any applicable Legal Requirement to deduct or withhold any Taxes from or in respect of any sum payable under or in respect of this Agreement or any of the other Repurchase Documents to the Agent (for the account of the Buyers), (a) the Seller shall make all such deductions and withholdings in respect of Taxes, (b) the Seller shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with any applicable Legal Requirement and (c) the sum payable by the Seller shall be increased as may be necessary so that after the Seller has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 7) each Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-excluded Taxes. For purposes of this Agreement the term “Non-excluded Taxes” means Taxes other than, in the case of the Buyerany Person, Taxes that are imposed on its overall net income taxes (and franchise taxes (imposed in lieu of net income taxesthereof) imposed on the Buyer as a result of a present or former connection between by the jurisdiction under the laws of the government which such Person is organized or taxing authority imposing such tax and the Buyer (excluding a connection arising solely from the Buyer having executedof its applicable lending office, delivered, performed its obligations or received a payment under, or enforced, this Agreement or the other Facility Papers) or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Buyer hereunder or under other Facility Papers, the amounts so payable to the Buyer shall be increased to the extent necessary to yield to the Buyer (after payment of all Taxes) interest (or its equivalent) or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Facility Papers. Whenever any Taxes are payable by the Seller, as promptly as possible thereafter the Seller shall send to the Buyer a certified copy of an original official receipt received by the Seller showing payment thereof. If the Seller fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Buyer the required receipts or other required documentary evidence, the Seller shall indemnify the Buyer for any incremental taxes, interest or penalties that may become payable by the Buyer as a result of any such failure. The agreements in this subsection shall survive the termination of this Agreement and the payment of the amounts payable hereunder and under the other Facility Papers.

Payments to be Free of Taxes; Withholding. All Any and all payments made by the Seller under or in respect of this Agreement and or any other Repurchase Documents to which the other Facility Papers Seller is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future income, stamp or other taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental AuthorityAuthority (collectively, excluding“Taxes”), unless required by any Law. If the Seller shall be required under any applicable Legal Requirement to deduct or withhold any Taxes from or in respect of any sum payable under or in respect of this Agreement or any of the other Repurchase Documents to the Administrative Agent (for the account of the Buyers), (i) the Seller shall make all such deductions and withholdings in respect of Taxes, (ii) the Seller shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with any applicable Legal Requirement and (iii) the sum payable by the Seller shall be increased as may be necessary so that after the Seller has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 7) each Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-excluded Taxes. For purposes of this Agreement the term “Non-excluded Taxes” means Taxes other than, in the case of the Buyerany Person, Taxes that are imposed on its overall net income taxes (and franchise taxes (imposed in lieu of net income taxesthereof) imposed on the Buyer as a result of a present or former connection between by the jurisdiction under the laws of the government which such Person is organized or taxing authority imposing such tax and the Buyer (excluding a connection arising solely from the Buyer having executedof its applicable lending office, delivered, performed its obligations or received a payment under, or enforced, this Agreement or the other Facility Papers) or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Buyer hereunder or under other Facility Papers, the amounts so payable to the Buyer shall be increased to the extent necessary to yield to the Buyer (after payment of all Taxes) interest (or its equivalent) or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Facility Papers. Whenever any Taxes are payable by the Seller, as promptly as possible thereafter the Seller shall send to the Buyer a certified copy of an original official receipt received by the Seller showing payment thereof. If the Seller fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Buyer the required receipts or other required documentary evidence, the Seller shall indemnify the Buyer for any incremental taxes, interest or penalties that may become payable by the Buyer as a result of any such failure. The agreements in this subsection shall survive the termination of this Agreement and the payment of the amounts payable hereunder and under the other Facility Papers.

Payments to be Free of Taxes; Withholding. All Any and all payments made by the Seller under or in respect of this Agreement and or any other Repurchase Documents to which the other Facility Papers Seller is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future income, stamp or other taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental AuthorityAuthority (collectively, excluding, in the case of the Buyer, net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Buyer as a result of a present or former connection between the jurisdiction of the government or taxing authority imposing such tax and the Buyer (excluding a connection arising solely from the Buyer having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or the other Facility Papers) or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “Taxes”). If , unless required by any Taxes are required to be withheld from any amounts payable to the Buyer hereunder or under other Facility Papers, the amounts so payable to the Buyer shall be increased to the extent necessary to yield to the Buyer (after payment of all Taxes) interest (or its equivalent) or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Facility Papers. Whenever any Taxes are payable by the Seller, as promptly as possible thereafter the Seller shall send to the Buyer a certified copy of an original official receipt received by the Seller showing payment thereofLegal Requirement. If the Seller fails shall be required under any applicable Legal Requirement to pay deduct or withhold any Taxes when due from or in respect of any sum payable under or in respect of this Agreement or any of the other Repurchase Documents to the appropriate taxing authority or fails to remit to Agent (for the Buyer account of the required receipts or other required documentary evidenceBuyers), (a) the Seller shall indemnify make all such deductions and withholdings in respect of Taxes, (b) the Buyer for Seller shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with any incremental taxes, interest or penalties that may become applicable Legal Requirement and (c) the sum payable by the Buyer Seller shall be increased as a result of any such failure. The agreements in this subsection shall survive may be necessary so that after the termination of this Agreement Seller has made all required deductions and the payment of the withholdings (including deductions and withholdings applicable to additional amounts payable hereunder and under this Section 7) each Buyer receives an amount equal to the other Facility Papers.sum it would have received had no such deductions or withholdings been made in respect of

Payments to be Free of Taxes; Withholding. All Any and all payments made by the Seller under or in respect of this Agreement and or any other Repurchase Documents to which the other Facility Papers Seller is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future income, stamp or other taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental AuthorityAuthority (collectively, excluding“Taxes”), unless required by any Law. If the Seller shall be required under any applicable Legal Requirement to deduct or withhold any Taxes from or in respect of any sum payable under or in respect of this Agreement or any of the other Repurchase Documents to the Agent (for the account of the Buyers), (a) the Seller shall make all such deductions and withholdings in respect of Taxes, (b) the Seller shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with any applicable Legal Requirement and (c) the sum payable by the Seller shall be increased as may be necessary so that after the Seller has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 7) each Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-excluded Taxes. For purposes of this Agreement the term “Non-excluded Taxes” means Taxes other than, in the case of the Buyerany Person, Taxes that are imposed on its overall net income taxes (and franchise taxes (imposed in lieu of net income taxesthereof) imposed on the Buyer as a result of a present or former connection between by the jurisdiction under the laws of the government which such Person is organized or taxing authority imposing such tax and the Buyer (excluding a connection arising solely from the Buyer having executedof its applicable lending office, delivered, performed its obligations or received a payment under, or enforced, this Agreement or the other Facility Papers) or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Buyer hereunder or under other Facility Papers, the amounts so payable to the Buyer shall be increased to the extent necessary to yield to the Buyer (after payment of all Taxes) interest (or its equivalent) or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Facility Papers. Whenever any Taxes are payable by the Seller, as promptly as possible thereafter the Seller shall send to the Buyer a certified copy of an original official receipt received by the Seller showing payment thereof. If the Seller fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Buyer the required receipts or other required documentary evidence, the Seller shall indemnify the Buyer for any incremental taxes, interest or penalties that may become payable by the Buyer as a result of any such failure. The agreements in this subsection shall survive the termination of this Agreement and the payment of the amounts payable hereunder and under the other Facility Papers.